Chapter 21 — CORPORATIONS AND OTHER COMPANIES
1,159 sections in this chapter.
Repealed. Laws 2002, LB 1094, § 19.
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[Repealed or reserved.]
Repealed. Laws 2002, LB 1094, § 19.
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[Repealed or reserved.]
Repealed. Laws 2002, LB 1094, § 19.
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[Repealed or reserved.]
Repealed. Laws 2002, LB 1094, § 19.
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[Repealed or reserved.]
Repealed. Laws 2002, LB 1094, § 19.
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[Repealed or reserved.]
Repealed. Laws 2002, LB 1094, § 19.
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[Repealed or reserved.]
Repealed. Laws 2002, LB 1094, § 19.
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[Repealed or reserved.]
Repealed. Laws 2002, LB 1094, § 19.
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[Repealed or reserved.]
Repealed. Laws 2002, LB 1094, § 19.
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[Repealed or reserved.]
Repealed. Laws 2002, LB 1094, § 19.
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[Repealed or reserved.]
Repealed. Laws 2002, LB 1094, § 19.
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[Repealed or reserved.]
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…
Repealed. Laws 2002, LB 1094, § 19.
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[Repealed or reserved.]
Repealed. Laws 2002, LB 1094, § 19.
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[Repealed or reserved.]
Repealed. Laws 2002, LB 1094, § 19.
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[Repealed or reserved.]
Repealed. Laws 2002, LB 1094, § 19.
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[Repealed or reserved.]
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…
Neb. Rev. Stat. § 21-137 Indemnification and insurance.
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(RULLCA 408) (a) A limited liability company shall reimburse for any payment made and indemnify for any debt, obligation, or other liability incurred by a member of a member-managed company or the manager of a manager-managed company in the course of the member's or manager's act…
Neb. Rev. Stat. § 21-138 Standards of conduct for members and managers.
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(RULLCA 409) (a) A member of a member-managed limited liability company owes to the company and, subject to subsection (b) of section 21-164, the other members the fiduciary duties of loyalty and care stated in subsections (b) and (c) of this section. (b) The duty of loyalty of a…
Neb. Rev. Stat. § 21-139 Right of members, managers, and dissociated members to information.
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(RULLCA 410) (a) In a member-managed limited liability company, the following rules apply: (1) On reasonable notice, a member may inspect and copy during regular business hours, at a reasonable location specified by the company, any record maintained by the company regarding the …
Neb. Rev. Stat. § 21-140 Nature of transferable interest.
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(RULLCA 501) A transferable interest is personal property.
Neb. Rev. Stat. § 21-1401 Terms, defined; act, how cited.
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(1) For purposes of the Nonstock Cooperative Marketing Act, unless the context otherwise requires: (a) The term association means any corporation formed hereunder; (b) the term member means a person who owns a certificate of membership in an association formed without capital sto…
Neb. Rev. Stat. § 21-1402 Formation; purposes.
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Any number of persons, not less than five, engaged in the production of agricultural products or two or more nonprofit cooperative companies, stock or nonstock, may form a cooperative association without capital stock for the transaction of any lawful business by the adoption of …
Neb. Rev. Stat. § 21-1403 Articles of incorporation; contents.
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Every nonstock cooperative association organized under the provisions of Chapter 21, article 14, shall provide in its articles of incorporation: (1) That the words nonstock cooperative shall be included in its corporate name and that it proposes to organize as a cooperative assoc…
Neb. Rev. Stat. § 21-1404 Articles of incorporation; filing; certified copy as evidence; fees.
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The articles of incorporation and amendments thereof shall be filed in accordance with the general corporation laws of this state and when so filed the said articles of incorporation and amendments thereof or certified copies thereof shall be received in all the courts of this st…
Neb. Rev. Stat. § 21-1405 Powers.
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Each association incorporated hereunder shall have the following powers: (1) To enter into contracts with its members for periods not over five years, requiring them to sell or market all or a specified part of their livestock or other products to or through the association, or t…
Neb. Rev. Stat. § 21-1406 Members; eligibility; suspension or withdrawal; voting; liability for corporate debts; certificate of membership.
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Only persons engaged in the production of the agricultural products, including lessees and landlords receiving such products as rent except as otherwise provided herein, or cooperative associations of such producers, shall be eligible to membership therein, subject to the terms a…
Neb. Rev. Stat. § 21-1407 Bylaws.
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Each association incorporated hereunder shall make such provision as it may desire for the adoption of its board of directors of a code of bylaws for the government and management of its business consistent herewith.
Neb. Rev. Stat. § 21-1408 Directors; duties and powers; annual and special meetings; notice.
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In its bylaws, each association shall provide for one or more regular meetings annually. The board of directors shall have the right to call a special meeting at any time; and ten percent of the members may file a petition stating the specific business to be brought before the as…
Repealed. Laws 1981, LB 283, § 7.
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[Repealed or reserved.]
Neb. Rev. Stat. § 21-141 Transfer of transferable interest.
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(RULLCA 502) (a) A transfer, in whole or in part, of a transferable interest: (1) is permissible; (2) does not by itself cause a member's dissociation or a dissolution and winding up of the limited liability company's activities; and (3) subject to section 21-143, does not entitl…
Neb. Rev. Stat. § 21-1410 Marketing contracts; breach; rights of association.
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The marketing contract of any association formed hereunder may fix as liquidated damages, specific, reasonable sums to be paid by a member to the association upon the breach by him of any of the provisions of the marketing contract regarding the sale or delivery or withholding of…
Neb. Rev. Stat. § 21-1411 Federation of associations; acquisition of stock or membership; agreements.
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To effectuate the formation of federations of nonprofit associations of producers, any such association of producers whether formed hereunder or not is hereby authorized to acquire membership or stock in any other such association of producers, and any such association is hereby …
Neb. Rev. Stat. § 21-1412 Cooperative; use of term restricted.
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No association, corporation, or organization shall use the term cooperative as a part of its name unless it is in fact operating on a cooperative basis.
Repealed. Laws 1981, LB 283, § 7.
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[Repealed or reserved.]
Neb. Rev. Stat. § 21-1414 Application of general corporation laws.
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The provisions of the general corporation laws of this state, and all powers and rights thereunder, shall apply to the associations organized hereunder, except where such provisions are in conflict with or inconsistent with the express provisions of sections 21-1401 to 21-1414; P…
Neb. Rev. Stat. § 21-142 Charging order.
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(RULLCA 503) (a) On application by a judgment creditor of a member or transferee, a court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgment. A charging order constitutes a lien on a judgment debtor's tra…
Neb. Rev. Stat. § 21-143 Power of personal representative of deceased member.
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(RULLCA 504) If a member dies, the deceased member's personal representative or other legal representative may exercise the rights of a transferee provided in subsection (c) of section 21-141 and, for the purposes of settling the estate, the rights of a current member under secti…
Neb. Rev. Stat. § 21-144 Member's power to dissociate; wrongful dissociation.
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(RULLCA 601) (a) A person has the power to dissociate as a member at any time, rightfully or wrongfully, by withdrawing as a member by express will under subdivision (1) of section 21-145. (b) A person's dissociation from a limited liability company is wrongful only if the dissoc…
Neb. Rev. Stat. § 21-145 Events causing dissociation.
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(RULLCA 602) A person is dissociated as a member from a limited liability company when: (1) the company has notice of the person's express will to withdraw as a member, but, if the person specified a withdrawal date later than the date the company had notice, on that later date; …
Neb. Rev. Stat. § 21-146 Effect of person's dissociation as member.
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(RULLCA 603) (a) When a person is dissociated as a member of a limited liability company: (1) the person's right to participate as a member in the management and conduct of the company's activities terminates; (2) if the company is member-managed, the person's fiduciary duties as…