Chapter 21 — CORPORATIONS AND OTHER COMPANIES
1,159 sections in this chapter.
Neb. Rev. Stat. § 21-510 Name.
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(a) Except as otherwise provided in subsection (b) of this section, the name of a protected series must be distinguishable in the records of the Secretary of State from: (1) the name of each person that is not an individual and that is incorporated, organized, or authorized to tr…
Neb. Rev. Stat. § 21-511 Registered agent.
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(a) The registered agent in this state for a series limited liability company is the registered agent in this state for each protected series of the company. (b) Before delivering a protected-series designation to the Secretary of State for filing, a limited liability company sha…
Neb. Rev. Stat. § 21-512 Service of process, notice, demand, or other record.
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(a) A protected series of a series limited liability company may be served with a process, notice, demand, or other record required or permitted by law by: (1) serving the company; (2) serving the registered agent of the protected series; or (3) other means authorized by law of t…
Neb. Rev. Stat. § 21-513 Certificate of existence for protected series; certificate of authority for foreign protected series.
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(a) On request of any person, the Secretary of State shall issue a certificate of existence for a protected series of a series limited liability company or a certificate of authority for a foreign protected series if: (1) in the case of a protected series: (A) no statement of dis…
Neb. Rev. Stat. § 21-514 Information required in biennial report; effect of failure to provide.
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(a) In the biennial report required by section 21-125, a series limited liability company shall include the name of each protected series of the company: (1) for which the company has previously delivered to the Secretary of State for filing a protected-series designation; and (2…
Neb. Rev. Stat. § 21-515 Associated asset.
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(a) Only an asset of a protected series may be an associated asset of the protected series. Only an asset of a series limited liability company may be an associated asset of the company. (b) An asset of a protected series of a series limited liability company is an associated ass…
Neb. Rev. Stat. § 21-516 Associated member.
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(a) Only a member of a series limited liability company may be an associated member of a protected series of the company. (b) A member of a series limited liability company becomes an associated member of a protected series of the company if the operating agreement or a procedure…
Neb. Rev. Stat. § 21-517 Protected-series transferable interest.
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(a) A protected-series transferable interest of a protected series of a series limited liability company must be owned initially by an associated member of the protected series or the company. (b) If a protected series of a series limited liability company has no associated membe…
Neb. Rev. Stat. § 21-518 Management.
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(a) A protected series may have more than one protected-series manager. (b) If a protected series has no associated members, the series limited liability company is the protected-series manager. (c) Section 21-508 applies to determine any duties of a protected-series manager of a…
Neb. Rev. Stat. § 21-519 Right of person not associated member of protected series to information concerning protected series.
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(a) A member of a series limited liability company which is not an associated member of a protected series of the company has a right to information concerning the protected series to the same extent, in the same manner, and under the same conditions that a member that is not a m…
Neb. Rev. Stat. § 21-520 Limitations on liability.
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(a) A person is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of: (1) a protected series of a series limited liability company solely by reason of being or acting as: (A) an associated member, protected-series …
Neb. Rev. Stat. § 21-521 Claim seeking to disregard limitation of liability.
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(a) Except as otherwise provided in subsection (b) of this section, a claim seeking to disregard a limitation in section 21-520 is governed by the principles of law and equity, including a principle providing a right to a creditor or holding a person liable for a debt, obligation…
Neb. Rev. Stat. § 21-522 Remedies of judgment creditor of associated member or protected-series transferee.
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Section 21-142 applies to a judgment creditor of: (1) an associated member or protected-series transferee of a protected series; or (2) a series limited liability company, to the extent the company owns a protected-series transferable interest of a protected series.
Neb. Rev. Stat. § 21-523 Enforcement against nonassociated asset.
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(a) In this section: (1) Enforcement date means 12:01 a.m. on the date on which a claimant first serves process on a series limited liability company or protected series in an action seeking to enforce under this section a claim against an asset of the company or protected series…
Neb. Rev. Stat. § 21-524 Events causing dissolution of protected series.
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A protected series of a series limited liability company is dissolved, and its activities and affairs must be wound up, only on the: (1) dissolution of the company; (2) occurrence of an event or circumstance the operating agreement states causes dissolution of the protected serie…
Neb. Rev. Stat. § 21-525 Winding up dissolved protected series.
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(a) Subject to subsections (b) and (c) of this section and in accordance with section 21-508: (1) a dissolved protected series shall wind up its activities and affairs in the same manner that a limited liability company winds up its activities and affairs under sections 21-147 to…
Neb. Rev. Stat. § 21-526 Effect of reinstatement of series limited liability company or revocation of voluntary dissolution.
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If a series limited liability company that has been administratively dissolved is reinstated, or a series limited liability company that voluntarily dissolved rescinds its dissolution: (1) each protected series of the company ceases winding up; and (2) section 21-152 applies to e…
Neb. Rev. Stat. § 21-527 Definitions.
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In sections 21-527 to 21-534: (1) After a merger or after the merger means when a merger under section 21-530 becomes effective and afterwards. (2) Before a merger or before the merger means before a merger under section 21-530 becomes effective. (3) Continuing protected series m…
Neb. Rev. Stat. § 21-528 Protected series; prohibited acts.
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A protected series may not: (1) be an acquiring, acquired, converting, converted, merging, or surviving organization; (2) participate in a domestication; or (3) be a party to or be formed, organized, established, or created in a transaction substantially like a merger, interest e…
Neb. Rev. Stat. § 21-529 Series limited liability company; prohibited acts.
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A series limited liability company may not be: (1) an acquiring, acquired, converting, converted, domesticating, or domesticated organization; or (2) except as otherwise provided in section 21-530, a party to or the surviving company of a merger.
Neb. Rev. Stat. § 21-530 Merger authorized; parties restricted.
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A series limited liability company may be party to a merger in accordance with sections 21-171 to 21-174, this section, and sections 21-531 to 21-534 only if: (1) each other party to the merger is a limited liability company; and (2) the surviving company is not created in the me…
Neb. Rev. Stat. § 21-531 Plan of merger.
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In a merger under section 21-530, the plan of merger must: (1) comply with sections 21-171 to 21-174; and (2) state in a record: (A) for any protected series of a nonsurviving company, whether after the merger the protected series will be a relocated protected series or be dissol…
Neb. Rev. Stat. § 21-532 Articles of merger.
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In a merger under section 21-530, the articles of merger must: (1) comply with sections 21-171 to 21-174; and (2) include as an attachment the following records, each to become effective when the merger becomes effective: (A) for a protected series of a merging company being term…
Neb. Rev. Stat. § 21-533 Effect of merger.
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When a merger under section 21-530 becomes effective, in addition to the effects stated in sections 21-171 to 21-174: (1) as provided in the plan of merger, each protected series of each merging company which was established before the merger: (A) is a relocated protected series …
Neb. Rev. Stat. § 21-534 Application of section 21-523 after merger.
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(a) A creditor’s right that existed under section 21-523 immediately before a merger under section 21-530 may be enforced after the merger in accordance with the following rules: (1) A creditor’s right that existed immediately before the merger against the surviving company, a co…
Neb. Rev. Stat. § 21-535 Governing law.
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The law of the jurisdiction of formation of a foreign series limited liability company governs: (1) the internal affairs of a foreign protected series of the company, including: (A) relations among any associated members of the foreign protected series; (B) relations between the …
Neb. Rev. Stat. § 21-536 No attribution of activities constituting doing business or for establishing jurisdiction.
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In determining whether a foreign series limited liability company or foreign protected series of the company does business in this state or is subject to the personal jurisdiction of the courts of this state: (1) the activities and affairs of the company are not attributable to a…
Neb. Rev. Stat. § 21-537 Authorization of foreign protected series.
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(a) Except as otherwise provided in this section and subject to sections 21-521 and 21-523, the law of this state governing the authorization of a foreign limited liability company to do business in this state, including the consequences of not complying with that law, applies to…
Neb. Rev. Stat. § 21-538 Disclosure required when foreign series limited liability company or foreign protected series party to proceeding.
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(a) Not later than thirty days after becoming a party to a proceeding before a civil, administrative, or other adjudicative tribunal of or located in this state or a tribunal of the United States located in this state: (1) a foreign series limited liability company shall disclose…
Neb. Rev. Stat. § 21-539 Uniformity of application and construction.
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In applying and construing the Nebraska Uniform Protected Series Act, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact the Uniform Protected Series Act.
Neb. Rev. Stat. § 21-540 Relation to Electronic Signatures in Global and National Commerce Act.
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The Nebraska Uniform Protected Series Act modifies, limits, or supersedes the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. 7001 et seq., but does not modify, limit, or supersede section 101(c) of that act, 15 U.S.C. 7001(c), or authorize electronic deliver…
Repealed. Laws 2019, LB78, § 24.
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[Repealed or reserved.]
Neb. Rev. Stat. § 21-542 Savings clause.
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The Nebraska Uniform Protected Series Act does not affect an action commenced, proceeding brought, or right accrued before January 1, 2021.
Repealed. Laws 1961, c. 71, § 1.
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[Repealed or reserved.]
Repealed. Laws 1961, c. 71, § 1.
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[Repealed or reserved.]
Repealed. Laws 1961, c. 71, § 1.
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[Repealed or reserved.]
Repealed. Laws 1961, c. 71, § 1.
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[Repealed or reserved.]
Repealed. Laws 1961, c. 71, § 1.
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[Repealed or reserved.]
Repealed. Laws 1961, c. 71, § 1.
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[Repealed or reserved.]
Repealed. Laws 1961, c. 71, § 1.
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[Repealed or reserved.]
Neb. Rev. Stat. § 21-608 Societies declared to be corporations; status of subordinate organizations.
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All state, grand, supreme, national, secret, fraternal, benevolent, or charitable orders, lodges, organizations, societies, or other bodies issuing charters to and having subordinate or auxiliary orders, lodges, organizations, societies, or other bodies within this state which ha…
Neb. Rev. Stat. § 21-609 Societies declared to be corporations; power to acquire and hold property; charter, constitution; filing of copy required.
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Each of said organizations, lodges or societies shall have power to receive bequests of real and personal property, to hold and convey both real and personal property, to lease property and to do all other things usually done by corporations for the purpose for which organized. I…
Neb. Rev. Stat. § 21-610 Societies declared to be corporations; power to act as administrator, executor, guardian, or trustee.
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When any such organization has established in this state an institution for the care of children or persons who are incapacitated in any manner and such institution has been incorporated under the laws of Nebraska, such corporation shall have power to act either by itself or join…
Neb. Rev. Stat. § 21-611 Corporate acts; how attested.
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The act or acts of such corporations for all legal purposes shall be attested by the principal officer and the secretary under the seal of such corporation.
Neb. Rev. Stat. § 21-612 Subordinate organizations; operation of orphanages and other homes; incorporation; acquisition of property; use and investment of funds; power to borrow.
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Fraternal, benevolent and charitable organizations in this state which have or may hereafter be duly incorporated by the laws of the state, are hereby authorized by and through their respective grand bodies issuing charters to their subordinates, to organize and create within the…
Neb. Rev. Stat. § 21-613 Grand organizations; operation of orphanages and other homes; acquisition of property; use and investment of funds.
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Any and all fraternal, benevolent and charitable grand bodies issuing charters to subordinates in this state, which grand bodies have been or may hereafter be incorporated by the laws of this state, may instead of forming an auxiliary corporation within their respective organizat…
Neb. Rev. Stat. § 21-614 Orphanages and other homes; books, inspection by Auditor of Public Accounts; diversion of property and funds; powers of Attorney General.
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The books, records, and files pertaining to any such home shall be subject to the inspection of the Auditor of Public Accounts of this state, or any deputy or clerk authorized by him to inspect the same. Any organization maintaining such a home or funds is hereby required, at the…
Neb. Rev. Stat. § 21-615 Orphanages and other homes; establishment; certified copy of charter to be filed.
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Fraternal, benevolent and charitable organizations in this state which may adopt the provisions of sections 21-612 to 21-614, and which shall establish homes, or funds therefor, in accordance therewith, shall, in the case where a grand lodge or grand body desires to hold the prop…
Neb. Rev. Stat. § 21-616 Orphanages and other homes; establishment under other laws.
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Sections 21-612 to 21-615 shall not be considered to prohibit the formation of corporations under other corporation laws of this state.
Neb. Rev. Stat. § 21-617 Society names and emblems; registration.
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Any association, lodge, order, fraternal society, beneficial association, or fraternal and beneficial society or association, historical, military, or veterans organization, labor union, foundation, federation, or any other society, organization or association, degree, branch, su…