The trustees shall proceed immediately to collect the debts and pay the liabilities of the corporation, and to divide the surplus among those thereto entitled.
§ 25-21,139.Dissolved corporation; trustees; duties.
Article 21: Special Proceedings and Actions · Not amended since original codification · Last verified July 22, 2026
In one sentenceThis section directs trustees of a dissolved corporation to move immediately to collect the corporation’s debts, pay off its liabilities, and divide whatever surplus remains among the people entitled to it.
Full Text of § 25-21,139
Source
R.S.1867, Code § 722, p. 519; R.S.1913, § 8346; C.S.1922, § 9298; C.S.1929, § 20-21,130; R.S.1943, § 25-21,139.
Plain-English Summary
Section 25-21,139 states the trustees’ core job in three steps, done "immediately" rather than at their leisure. First, collect the debts owed to the corporation. Second, pay the corporation’s liabilities. Third, divide whatever is left over among those thereto entitled — the creditors and stockholders whose interests the trustees exist to protect.
The order of those steps matters. Debts come in, liabilities go out, and only after both of those are handled does a surplus exist to distribute. The statute gives the trustees the tools to carry this out in the sections that follow: authority to demand corporate records, a duty to file an inventory, and the power to sue for corporate property still outstanding.
Frequently Asked Questions
What are the trustees’ main duties under this section?
To collect the corporation’s debts, pay its liabilities, and divide any surplus among those entitled to it.
How quickly must the trustees begin this work?
Immediately upon their appointment, according to the statute’s own language.
Who receives the surplus after debts are collected and liabilities are paid?
Those thereto entitled — the creditors and stockholders of the dissolved corporation, in whatever share the winding-up process determines.
Do the trustees have authority to sue to collect corporate debts?
Yes. Section 25-21,142 confirms the trustees’ duty to sue for and recover the corporation’s debts and property.
What happens if the trustees do not act promptly?
Source & verification. Section text and the amendment-history citation are
reproduced verbatim from the Nebraska Legislature, Revisor of Statutes, enacted by the
Nebraska Legislature. Last verified July 22, 2026. ·
Official source
Also known as: trustee duties for a dissolved corporationcollecting debts and paying liabilitiesdividing corporate surplus among stockholderswinding up a corporation nebraskatrustee obligations after ouster