Legal Question in Business Law in Nebraska

We made an amendment to our llc through the state to make a name change. We told our lawyer about these changes, the state approved them, now our lawyer is saying we need to dissolve the original llc and create a new one for these changes to not have liability issues. Is this right?


Asked on 8/12/23, 5:35 am

1 Answer from Attorneys
Frank Natoli Natoli-Legal, LLC

This really can't be addressed here without all the propper context. You are free to send in a name change amendment. But why the lawyer is suggesting you create a new entity is not clear. The first question you need clarity on is what liability is the lawyer concerned about exactly? And if there is liablity so that the principals need to be concerned, merely dissolving then creating a new entity with the same principals will likely not be sufficient to avoid successor liabilty. That is, creditors, etc, can petition the court to pierce the liability shield of the new entity in some cases.

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Kind regards,

Frank

Natoli-Legal, LLC

www.LanternLegal.com

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DISCLAIMER: this is not intended to be specific legal advice and should not be relied upon as such. No attorney-client relationship is formed on the basis of this posting.

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Answered on 8/14/23, 7:13 am


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