Chapter 21, CORPORATIONS AND OTHER COMPANIES
986 sections in this chapter.
Neb. Rev. Stat. § 21-101 Act, how cited.
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(RULLCA 101) Sections 21-101 to 21-197 and 21-501 to 21-542 shall be known and may be cited as the Nebraska Uniform Limited Liability Company Act.
Neb. Rev. Stat. § 21-102 Terms, defined.
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(RULLCA 102) In the Nebraska Uniform Limited Liability Company Act: (1) Certificate of organization means the certificate required by section 21-117. The term includes the certificate as amended or restated. (2) Certificate of registration means either (a) a document prepared and…
Neb. Rev. Stat. § 21-103 Knowledge; notice.
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(RULLCA 103) (a) A person knows a fact when the person: (1) has actual knowledge of it; or (2) is deemed to know it under subdivision (d)(1) of this section or law other than the Nebraska Uniform Limited Liability Company Act. (b) A person has notice of a fact when the person: (1…
Neb. Rev. Stat. § 21-104 Nature, purpose and duration of limited liability company; classification for tax purposes.
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(RULLCA 104) (a) A limited liability company is an entity distinct from its members. (b) A limited liability company may have any lawful purpose, except that a limited liability company may not operate as an insurer as defined in section 44-103. (c) A limited liability company ha…
Neb. Rev. Stat. § 21-105 Powers.
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(RULLCA 105) A limited liability company has the capacity to sue and be sued in its own name and the power to do all things necessary or convenient to carry on its activities, including the power to render a professional service within or without this state.
Neb. Rev. Stat. § 21-106 Governing law.
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(RULLCA 106) The law of this state governs: (1) the internal affairs of a limited liability company; and (2) the liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of a limited liability company.
Neb. Rev. Stat. § 21-107 Supplemental principles of law.
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(RULLCA 107) Unless displaced by particular provisions of the Nebraska Uniform Limited Liability Company Act, the principles of law and equity supplement the act.
Neb. Rev. Stat. § 21-108 Name.
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(RULLCA 108) (a) The name of a limited liability company must contain the words limited liability company or limited company or the abbreviation L.L.C., LLC, L.C., or LC. Limited may be abbreviated as Ltd., and company may be abbreviated as Co. (b) Unless authorized by subsection…
Neb. Rev. Stat. § 21-109 Reservation of name.
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(RULLCA 109) (a) A person may reserve the exclusive use of the name of a limited liability company, including a fictitious or assumed name for a foreign limited liability company whose name is not available, by delivering an application to the Secretary of State for filing. The a…
Neb. Rev. Stat. § 21-110 Operating agreement; scope, function, and limitations.
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(RULLCA 110) (a) To the extent the operating agreement does not otherwise provide for a matter, the Nebraska Uniform Limited Liability Company Act governs the matter. (b) An operating agreement may not: (1) vary a limited liability company's capacity under section 21-105 to sue a…
Neb. Rev. Stat. § 21-1101 Legislative grant of charter; reservation of power to change.
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Fontenelle Forest Association is hereby authorized to organize as a corporation not for profit under the provisions of the Nebraska Nonprofit Corporation Act. Upon so organizing, it shall have all of the powers and immunities provided for by such act and shall in all respects be …
Neb. Rev. Stat. § 21-111 Operating agreement; effect on limited liability company and persons becoming members; preformation agreement.
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(RULLCA 111) (a) A limited liability company is bound by and may enforce the operating agreement, whether or not the company has itself manifested assent to the operating agreement. (b) A person that becomes a member of a limited liability company is deemed to assent to the opera…
Neb. Rev. Stat. § 21-112 Operating agreement; effect on third parties and relationship to records effective on behalf of limited liability company.
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(RULLCA 112) (a) An operating agreement may specify that its amendment requires the approval of a person that is not a party to the operating agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisf…
Neb. Rev. Stat. § 21-113 Office and agent for service of process.
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(RULLCA 113) (a) A limited liability company shall designate and continuously maintain in this state: (1) an office, which need not be a place of its activity in this state; and (2) an agent for service of process. (b) A foreign limited liability company that has a certificate of…
Neb. Rev. Stat. § 21-114 Change of designated office or agent for service of process; change of address.
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(RULLCA 114) (a) A limited liability company or foreign limited liability company may change its designated office, its agent for service of process, or the address of its agent for service of process by delivering to the Secretary of State for filing a statement of change contai…
Neb. Rev. Stat. § 21-115 Resignation of agent for service of process.
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(RULLCA 115) (a) To resign as an agent for service of process of a limited liability company or foreign limited liability company, the agent must deliver to the Secretary of State for filing a statement of resignation containing the company name and stating that the agent is resi…
Neb. Rev. Stat. § 21-116 Service of process.
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(RULLCA 116) (a) An agent for service of process appointed by a limited liability company or foreign limited liability company is an agent of the company for service of any process, notice, or demand required or permitted by law to be served on the company. (b) If a limited liabi…
Neb. Rev. Stat. § 21-117 Formation; certificate of organization and other filings.
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(RULLCA 201) (a) One or more persons may act as organizers to form a limited liability company by signing and delivering to the Secretary of State for filing a certificate of organization and, if applicable, a current certificate of registration as provided in sections 21-185 to …
Neb. Rev. Stat. § 21-118 Amendment or restatement of certificate of organization.
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(RULLCA 202) (a) A certificate of organization may be amended or restated at any time. (b) To amend its certificate of organization, a limited liability company must deliver to the Secretary of State for filing an amendment stating: (1) the name of the company; (2) the date of fi…
Neb. Rev. Stat. § 21-119 Signing of records to be delivered for filing to Secretary of State.
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(RULLCA 203) (a) A record delivered to the Secretary of State for filing pursuant to the Nebraska Uniform Limited Liability Company Act must be signed as follows: (1) Except as otherwise provided in subdivisions (2) and (3) of this subsection, a record signed on behalf of a limit…
Neb. Rev. Stat. § 21-120 Signing and filing pursuant to judicial order.
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(RULLCA 204) (a) If a person required by the Nebraska Uniform Limited Liability Company Act to sign a record or deliver a record to the Secretary of State for filing under the act does not do so, any other person that is aggrieved may petition the district court to order: (1) the…
Neb. Rev. Stat. § 21-121 Delivery to and filing of records by Secretary of State; effective time and date.
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(RULLCA 205) (a) A record authorized or required to be delivered to the Secretary of State for filing under the Nebraska Uniform Limited Liability Company Act must be captioned to describe the record's purpose, be in a medium permitted by the Secretary of State, and be delivered …
Neb. Rev. Stat. § 21-122 Correcting filed record.
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(RULLCA 206) (a) A limited liability company or foreign limited liability company may deliver to the Secretary of State for filing a statement of correction to correct a record previously delivered by the company to the Secretary of State and filed by the Secretary of State, if a…
Neb. Rev. Stat. § 21-123 Liability for inaccurate information in filed record.
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(RULLCA 207) (a) If a record delivered to the Secretary of State for filing under the Nebraska Uniform Limited Liability Company Act and filed by the Secretary of State contains inaccurate information, a person that suffers a loss by reliance on the information may recover damage…
Neb. Rev. Stat. § 21-124 Certificate of existence or authorization.
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(RULLCA 208) (a) The Secretary of State, upon request and payment of the requisite fee, shall furnish to any person a certificate of existence for a limited liability company if the records filed in the office of the Secretary of State show that the company has been formed under …
Neb. Rev. Stat. § 21-125 Biennial report.
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(RULLCA 209) (a) Each odd-numbered year, a limited liability company or a foreign limited liability company authorized to transact business in this state shall deliver to the Secretary of State for filing a biennial report that states: (1) the name of the company; (2) the street …
Neb. Rev. Stat. § 21-126 No agency power of member as member.
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(RULLCA 301) (a) A member is not an agent of a limited liability company solely by reason of being a member. (b) A person's status as a member does not prevent or restrict law other than the Nebraska Uniform Limited Liability Company Act from imposing liability on a limited liabi…
Neb. Rev. Stat. § 21-127 Statement of authority.
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(RULLCA 302) (a) A limited liability company may deliver to the Secretary of State for filing a statement of authority. The statement: (1) must include the name of the company and the street and mailing addresses of its designated office; (2) with respect to any position that exi…
Neb. Rev. Stat. § 21-128 Statement of denial.
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(RULLCA 303) A person named in a filed statement of authority granting that person authority may deliver to the Secretary of State for filing a statement of denial that: (1) provides the name of the limited liability company and the caption of the statement of authority to which …
Neb. Rev. Stat. § 21-129 Liability of members and managers.
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(RULLCA 304) (a) The debts, obligations, or other liabilities of a limited liability company, whether arising in contract, tort, or otherwise: (1) are solely the debts, obligations, or other liabilities of the company; and (2) do not become the debts, obligations, or other liabil…
Neb. Rev. Stat. § 21-130 Becoming member.
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(RULLCA 401) (a) If a limited liability company is to have only one member upon formation, the person becomes a member as agreed by that person and the organizer of the company. That person and the organizer may be, but need not be, different persons. If different, the organizer …
Neb. Rev. Stat. § 21-1301 Cooperative corporation; formation; general purposes and powers; exceptions; action by cooperative corporation; vote required.
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Any number of persons, not less than ten, or one or more cooperative companies, may form and organize a cooperative corporation for the transaction of any lawful business by the adoption of articles of incorporation in the same manner and with like powers and duties as is require…
Neb. Rev. Stat. § 21-1302 Cooperative corporation; articles of incorporation; contents.
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Every such cooperative company shall provide in its articles of incorporation: (1) That the word cooperative shall be included in its corporate name and that it proposes to organize as a cooperative corporation; (2) That dividends on the capital stock shall be fixed but shall not…
Neb. Rev. Stat. § 21-1303 Cooperative corporation; additional powers; stockholder vote; conditions; adoption of articles and bylaws.
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Every cooperative company which shall organize under sections 21-1301 and 21-1302 shall have power (1) to regulate and limit the right of stockholders to transfer their stock, (2) to restrict stock ownership to producers of agricultural products and, if such restriction is adopte…
Neb. Rev. Stat. § 21-1304 Cooperative corporation; contracts with members; provisions; damages for breach.
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The contracts mentioned in section 21-1303 may require the members to sell, for any period of time not over five years, all or a stipulated part of their specifically enumerated products through the association or to buy specifically enumerated supplies exclusively through the as…
Neb. Rev. Stat. § 21-1305 Cooperative corporation; fees, filings, and reports.
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The fees for the incorporation of cooperative companies shall be the same as those required by law of other corporations. Such cooperative corporations shall be required to make the same reports and filings as is required of other corporations.
Neb. Rev. Stat. § 21-1306 Cooperative; use of word restricted; penalty for violation.
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No corporation, company, firm or association which shall not be incorporated as a cooperative corporation shall adopt or use the words cooperative or any abbreviation thereof as a part of its name. Any person or company violating the provisions of this section shall be guilty of …
Neb. Rev. Stat. § 21-131 Form of contribution.
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(RULLCA 402) A contribution may consist of tangible or intangible property or other benefit to a limited liability company, including money, services performed, promissory notes, other agreements to contribute money or property, and contracts for services to be performed.
Neb. Rev. Stat. § 21-132 Liability for contributions.
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(RULLCA 403) (a) A person's obligation to make a contribution to a limited liability company is not excused by the person's death, disability, or other inability to perform personally. If a person does not make a required contribution, the person or the person's estate is obligat…
Neb. Rev. Stat. § 21-133 Sharing of and right to distributions before dissolution.
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(RULLCA 404) (a) Any distributions made by a limited liability company before its dissolution and winding up must be in equal shares among members and dissociated members, except to the extent necessary to comply with any transfer effective under section 21-141 and any charging o…
Neb. Rev. Stat. § 21-1333 Cooperative farm land company; incorporation; purposes; general powers.
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Any number of persons, not less than five, may form and organize a cooperative farm land company, with or without capital stock, for the purpose of facilitating the acquisition of agricultural and grazing lands by farmers and stock raisers, by the adoption of articles of incorpor…
Neb. Rev. Stat. § 21-1334 Cooperative farm land company; articles of incorporation; contents; new members.
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Every such cooperative farm land company shall provide in its articles of incorporation (1) that the word cooperative shall be included in its corporate name and that it proposes to organize as a cooperative farm land company; (2) if organized with capital stock, that no one pers…
Neb. Rev. Stat. § 21-1335 Cooperative farm land company; corporate powers.
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Every cooperative corporation that shall organize under sections 21-1333 to 21-1339 shall have power (1) to have succession by its corporate name, (2) to sue and be sued, (3) to make and use a common seal and alter the same at its pleasure, (4) to regulate and limit the right of …
Neb. Rev. Stat. § 21-1336 Cooperative farm land company; annual report; contents; fee.
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(1) Each cooperative farm land company organized hereunder shall make a report in writing to the Secretary of State annually during the month of November in such form as the secretary may prescribe for the reports of nonprofit corporations. The report shall be signed and sworn to…
Neb. Rev. Stat. § 21-1337 Cooperative farm land company; certificate of compliance; occupation tax laws inapplicable.
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Upon the filing of the report and the payment of the fee provided for in section 21-1336, the Secretary of State shall make out and deliver to such corporation a certificate witnessing the compliance by such corporation with section 21-1336 and the payment of the annual fee there…
Neb. Rev. Stat. § 21-1338 Cooperative farm land company; fees; disposition.
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Annual fees collected under section 21-1336 shall be reported by the Secretary of State to the Tax Commissioner, and shall be paid by the secretary into the state treasury and credited to the General Fund.
Neb. Rev. Stat. § 21-1339 Cooperative farm land company; investment in purchase-money mortgages by insurance companies, authorized.
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Obligations of a cooperative farm land company secured by a first mortgage on agricultural lands purchased by a cooperative farm land company shall be a lawful investment for funds of any insurance company which has conveyed real estate to the company to the full extent of the pu…
Neb. Rev. Stat. § 21-134 Limitations on distribution.
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(RULLCA 405) (a) A limited liability company may not make a distribution if after the distribution: (1) the company would not be able to pay its debts as they become due in the ordinary course of the company's activities; or (2) the company's total assets would be less than the s…
Neb. Rev. Stat. § 21-135 Liability for improper distributions.
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(RULLCA 406) (a) Except as otherwise provided in subsection (b) of this section, if a member of a member-managed limited liability company or manager of a manager-managed limited liability company consents to a distribution made in violation of section 21-134 and in consenting to…
Neb. Rev. Stat. § 21-136 Management of limited liability company.
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(RULLCA 407) (a) A limited liability company is a member-managed limited liability company unless the operating agreement: (1) expressly provides that: (A) the company is or will be manager-managed; (B) the company is or will be managed by managers; or (C) management of the compa…