§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 and
assets of the limited liability company, if any, have been distributed to its
members, a limited liability company may terminate its existence by delivering
for filing with the director articles of termination stating:



(1)  The name of the company;



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



(3)  That all debts, obligations, and liabilities of
the limited liability company have been paid and discharged or that adequate
provision has been made therefor;



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



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



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



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