§ 21-151 — Administrative dissolution

(RULLCA 705) (a) The Secretary
of State may dissolve a limited liability company administratively if the
company does not:
(1) pay, within sixty
days after the due date, any fee, tax, or penalty due to the Secretary of
State under the Nebraska Uniform Limited Liability Company Act or law other
than the act; or
(2)
deliver, within sixty days after the due date, its biennial report to the
Secretary of State.
(b)
If the Secretary of State determines that a ground exists for administratively
dissolving a limited liability company, the Secretary of State shall file
a record of the determination and serve the company with a copy of the filed
record.
(c)
If within sixty days after service of the copy pursuant to subsection (b)
of this section a limited liability company does not correct each ground for
dissolution or demonstrate to the reasonable satisfaction of the Secretary
of State that each ground determined by the Secretary of State does not exist,
the Secretary of State shall dissolve the company administratively by preparing,
signing, and filing a declaration of dissolution that states the grounds for
dissolution. The Secretary of State shall serve the company with a copy of
the filed declaration.
(d)
A limited liability company that has been administratively dissolved continues
in existence but, subject to section 21-152 , may carry on only activities
necessary to wind up its activities and liquidate its assets under sections 21-148 and 21-154 and to notify claimants under sections 21-149 and 21-150 .
(e) The administrative
dissolution of a limited liability company does not terminate the authority
of its agent for service of process.

Legislative History

Source: Laws 2010, LB888, § 51.