Fill and Sign the Nebraska Dissolution Form

LIMITED LIABILITY COMPANY DISSOLUTION NEBRASKA Electronic Version STATUTORY REFERENCE NEBRASKA REVISED STATUTES, §§ 21-147 through 21-154 http://nebraskalegislature.gov/laws/browse-chapters.php?chapter=21 INTRODUCTORY NOTES AND LAW SUMMARY A limited liability company is dissolved only upon the occurrence of one of the following: (1) The expiration of the period fixed, if any, for the duration of the limited liability company; (2) The unanimous written agreement of all members; (3) Any other event described in the articles of organization; or (4) The judicial dissolution of the limited liability company. On application by or for any member, the district court may decree the dissolution of a limited liability company whenever it is not reasonably practicable to carry on the business of the limited liability company in conformity with its articles of organization or its operating agreement. Following the occurrence of any of the events set out above, the limited liability company must execute a statement of intent to dissolve in such form as prescribed by the Secretary of State. Duplicate originals of the statement of intent to dissolve must be delivered to the Secretary of State. If the Secretary of State finds that the statement conforms to the statutory requirements and all fees and taxes have been paid. Upon the filing by the Secretary of State of a statement of intent to dissolve, the limited liability company must cease to carry on its business except as may be necessary for the winding up of its business. The separate existence of the limited liability company continues until a certificate of dissolution has been issued by the Secretary of State or until a decree dissolving the limited liability company has been entered by a court of competent jurisdiction. In settling accounts after dissolution, the liabilities of the limited liability company are be entitled to payment in the following order: (1) Liabilities to creditors other than members of the limited liability company on account of their contributions to capital, in the order of priority provided by law; (2) Liabilities to members of the limited liability company in respect of their share of the profits and other compensation by way of income on their contributions; and (3) Liabilities to members of the limited liability company in respect of their contributions to capital. Subject to any statement in the operating agreement, members share in the limited liability company assets in respect to their claims for contributions to capital and in respect to their claims for profits or for compensation by way of income on their contributions to capital, respectively, in proportion to the respective amounts of the claim. When all debts, liabilities, and obligations have been paid and discharged, or adequate provision has been made therefor and all of the remaining property and assets have been distributed to the members, articles of dissolution must be executed in duplicate and verified by the person signing the statement. The statement must set forth: (1) The name of the limited liability company; (2) That the Secretary of State has filed a statement of intent to dissolve the company and the date on which the statement was filed; (3) That all debts, liabilities, and obligations have been paid and discharged or that adequate provision has been made therefor; (4) That all the remaining property and assets have been distributed to the members in accordance with their respective rights and interests; and (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. Duplicate originals of the articles of dissolution of a limited liability company must be delivered to the Secretary of State. If the Secretary of State finds that the articles of dissolution conform to the statutory requirements, and all fees and taxes have been paid, the Secretary of State will: (1) Endorse on each of such duplicate originals the word filed and the month, day, and year of the filing thereof; (2) File one of the duplicate originals in the Secretary of State’s office; and (3) Issue a certificate of dissolution to which the Secretary of State will affix the other duplicate original. The certificate of dissolution, together with the duplicate original of the articles of dissolution affixed thereto, will then 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 ceases 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 becomes trustee for the members and creditors of the dissolved limited liability company and as such has the 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. The certificate of organization of a limited liability company is canceled by the Secretary of State upon issuance of the certificate of dissolution. STEPS AND GUIDELINES TO DISSOLVE A NEBRASKA LIMITED LIABILITY COMPANY Step 1: SEE FORM 1 – STATEMENT OF INTENT TO DISSOLVE 1. Provide the name of the limited liability company. 2. Provide the reason for filing the Statement of Intent. See Introductory Notes for statutory reasons accepted. 3. Provide the signature and printed name of the member or manager signing the Statement of Intent. File duplicate originals (original signatures on two originals) of the Statement of Intent. Note and include the proper filing fee. Mail duplicate originals of the Statement of Intent and the filing fee to: Secretary of State Room 1305, State Capitol P.O. Box 94680 Lincoln, Nebraska 68509 402-471-4079 Step 2: Proceed with the winding up of the business affairs of the limited liability company. SEE INTRODUCTORY NOTES . Step 3: SEE FORM 2 - ARTICLES OF DISSOLUTION 1. Provide the name of the limited liability company. 2. Provide the date on which the Statement of Intent up was filed with the Secretary of State. There is nothing to add to the other statements in the Articles of Dissolution. These statements are required. 3. Provide the signature and printed name of the member or manager signing the Articles of Dissolution. File duplicate originals (original signatures on two originals) of the Statement of Intent. Note and include the proper filing fee. Mail duplicate originals of the Statement of Intent and the filing fee to: Secretary of State Room 1305, State Capitol P.O. Box 94680 Lincoln, Nebraska 68509 402-471-4079 Disclaimer: If you are not an attorney, you are advised to seek the advice of an attorney for all serious legal matters. The information and forms contained herein are not legal advice and are not to be construed as such. Although the information contained herein is believed to be correct, no warranty of fitness or any other warranty shall apply. All use is subject to the U. S. Legal Forms, Inc. Disclaimer and License located at http://www.uslegalforms.com/disclaimer.htm FORM A WRITTEN CONSENT OF THE MEMBERS TO DISSOLUTION WRITTEN CONSENT OF THE MEMBERS OF _________________________________ The undersigned, being all the members of _______________________________________, a Nebraska limited liability company, hereby consent to the dissolution of the company. Dated this the ______ day of ______________________________, 20___. ____________________________________ Member ____________________________________ Member ____________________________________ Member FORM 1 STATEMENT OF INTENT STATEMENT OF INTENT TO DISSOLVE LIMITED LIABILITY COMPANY Submit in Duplicate John A. Gale, Secretary of State Room 1305 State Capitol, P.O. Box 94608 Lincoln, NE 68509 (402) 471-4079 Name of Limited Liability Company: _________________________________________ ________________________________________________________________________ This statement of intent to dissolve the above named limited liability company is being filed due to the occurrence one of the following events specified in Neb. Rev. Stat. §21- 2622 and described below: ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ _____________________________________________ Or ____________________________________________ Signature of Member Signature of Manager _____________________________________ Or _____________________________________ Printed Name of Member Printed Name of Manager FORM 2 ARTICLES OF DISSOLUTION ARTICLES OF DISSOLUTION LIMITED LIABILITY COMPANY Submit in Duplicate John A. Gale, Secretary of State Room 1305 State Capitol, P.O. Box 94608 Lincoln, NE 68509 (402) 471-4079 Name of Limited Liability Company: _________________________________________ ________________________________________________________________________ A statement of intent to dissolve was filed with the Secretary of State on:_____________ As to the above named limited liability company: All debts, liabilities and obligations of the limited liability company have been paid and discharged or adequate provisions have been made therefore; All the remaining property and assets have been distributed to the members in accordance with their respective rights and interests; and There are no suits pending against the limited liability company in any court, or, if any suits are pending, adequate provision has been made for the satisfaction of any judgment, order, or decree which may be entered against the company. _____________________________________________ Or ____________________________________________ Signature of Member Signature of Manager _____________________________________ Or _____________________________________ Printed Name of Member Printed Name of Manager