AI-assisted research summary: A dissolved limited liability company must wind up its business, and after dissolution it may act only for that purpose.
(RULLCA 702) (a) A dissolved limited liability company shall wind up its activities, and the company continues after dissolution only for the purpose of winding up. (b) In winding up its activities, a limited liability company: (1) shall: (A) discharge the company's debts, obligations, or other liabilities, settle and close the company's activities, and marshal and distribute the assets of the company; and (B) deliver to the Secretary of State for filing a statement of dissolution stating the name of the company and that the company is dissolved; and (2) may: (A) preserve the company activities and property as a going concern for a reasonable time; (B) prosecute and defend actions and proceedings, whether civil, criminal, or administrative; (C) transfer the company's property; (D) settle disputes by mediation or arbitration; (E) deliver to the Secretary of State for filing a statement of termination stating the name of the company and that the company is terminated; and (F) perform other acts necessary or appropriate to the winding up. (c) If a dissolved limited liability company has no members, the legal representative of the last person to have been a member may wind up the activities of the company. If the person does so, the person has the powers of a sole manager under subsection (c) of section 21-136 and is deemed to be a manager for the purposes of subdivision (a)(2) of section 21-129. (d) If the legal representative under subsection (c) of this section declines or fails to wind up the company's activities, a person may be appointed to do so by the consent of transferees owning a majority of the rights to receive distributions as transferees at the time the consent is to be effective. A person appointed under this subsection: (1) has the powers of a sole manager under subsection (c) of section 21-136 and is deemed to be a manager for the purposes of subdivision (a)(2) of section 21-129; and (2) shall promptly deliver to the Secretary of State for filing an amendment to the company's certificate of organization to: (A) state that the company has no members; (B) state that the person has been appointed pursuant to this subsection to wind up the company; and (C) provide the street and mailing addresses of the person. (e) The district court may order judicial supervision of the winding up of a dissolved limited liability company, including the appointment of a person to wind up the company's activities: (1) on application of a member, if the applicant establishes good cause; (2) on the application of a transferee, if: (A) the company does not have any members; (B) the legal representative of the last person to have been a member declines or fails to wind up the company's activities; and (C) within a reasonable time following the dissolution a person has not been appointed pursuant to subsection (d) of this section; or (3) in connection with a proceeding under subdivision (a)(4) or (5) of section 21-147. History: Laws 2010, LB888, § 48.