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.

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