§428-805  Articles of termination.  (a) At any time after dissolution and winding up, and when all debts, liabilities,and obligations of the limited liability company have been paid and discharged,or adequate provision has been made therefor, and all remaining property andassets of the limited liability company, if any, have been distributed to itsmembers, a limited liability company may terminate its existence by deliveringfor filing with the director articles of termination stating:

(1)  The name of the company;

(2)  The dates the notice of intent to terminate waspublished pursuant to section 428-808 and the name of the newspaper publishingthe notice, or a statement that publication was not made;

(3)  That all debts, obligations, and liabilities ofthe limited liability company have been paid and discharged or that adequateprovision has been made therefor;

(4)  That all of the remaining property and assets ofthe limited liability company, if any, have been distributed among its membersin accordance with their respective rights and interests;

(5)  That there are no suits pending against thelimited liability company in any court, or that adequate provision has beenmade for the satisfaction of any judgment, order, or decree which may beentered against it in any pending suit; and

(6)  That the company's business has been wound up andthe legal existence of the company has been terminated.

(b)  The existence of a limited liabilitycompany is terminated upon the filing of the articles of termination or upon alater effective date which shall be not later than thirty days after the dateof filing of the articles of termination, if specified in the articles oftermination. [L 1996, c 92, pt of §1; am L 2000, c 219, §74]