Neb. Rev. Stat. » Chapter 21
Nebraska Revised Statutes

Neb. Rev. Stat. § 21-154 (2026)

Distribution of assets in winding up limited liability company's activities

✓ current as of July 2026
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(RULLCA 708) (a) In winding up its activities, a limited liability company must apply its assets to discharge its obligations to creditors, including members that are creditors.

(b) After a limited liability company complies with subsection (a) of this section, any surplus must be distributed in the manner set forth in the operating agreement or, if not so set forth, in the following order, subject, in any case, to any charging order in effect under section 21-142:

(1) to each person owning a transferable interest that reflects contributions made by a member and not previously returned, an amount equal to the value of the unreturned contributions; and

(2) in equal shares among members and dissociated members, except to the extent necessary to comply with any transfer effective under section 21-141.

(c) If a limited liability company does not have sufficient surplus to comply with subdivision (b)(1) of this section, any surplus must be distributed among the owners of transferable interests in proportion to the value of their respective unreturned contributions.

(d) All distributions made under subsections (b) and (c) of this section must be paid in money.

Notes of Decisions
Cited in 1 case (1 in the last 5 years), 2022–2022 · leading case: Tegra Corp. v. Boeshart, 976 N.W.2d 165 (Neb. 2022).
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Tegra Corp. v. Boeshart, 976 N.W.2d 165 (Neb. 2022). · cites it 2× “44 It is only a “derivative action” and governed by certain require- ments of Neb. Rev. Stat. §§ 21-154 to 21-169 (Reissue 2012), by virtue of it being maintained by a member on behalf of the company.”
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