State Codes and Statutes

State Codes and Statutes

Statutes > Nebraska > Chapter21 > 21-2627

21-2627. Filing of articles of dissolution; issuance of certificate of dissolution.(1) Duplicate originals of the articles of dissolution of a limited liability company shall be delivered to the Secretary of State. If the Secretary of State finds that the articles of dissolution conform to the requirements of section 21-2626 and all fees and taxes have been paid, he or she shall:(a) Endorse on each of such duplicate originals the word filed and the month, day, and year of the filing thereof;(b) File one of the duplicate originals in his or her office; and(c) Issue a certificate of dissolution to which he or she shall affix the other duplicate original.(2) The certificate of dissolution, together with the duplicate original of the articles of dissolution affixed thereto, shall be returned to the representative of the dissolved limited liability company. Upon the issuance of the certificate of dissolution, the existence of the limited liability company shall cease except for the purpose of suits, other proceedings, and appropriate action as provided in the Limited Liability Company Act. The manager at the time of dissolution shall thereafter be trustee for the members and creditors of the dissolved limited liability company and as such shall have authority to distribute any property of the limited liability company discovered after dissolution, convey real estate, and take such other action as may be necessary on behalf of and in the name of such dissolved limited liability company.(3) The certificate of organization of a limited liability company shall be canceled by the Secretary of State upon issuance of the certificate of dissolution. SourceLaws 1993, LB 121, § 27. Termination Date: January 1, 2013