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986 sections in this chapter.
Neb. Rev. Stat. § 21-19,117 Amendment terminating members or redeeming or canceling memberships.
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(a) Any amendment to the articles or bylaws of a public benefit or mutual benefit corporation that would terminate all members or any class of members or redeem or cancel all memberships or any class of memberships must meet the requirements of the Nebraska Nonprofit Corporation …
Neb. Rev. Stat. § 21-19,118 Approval of plan of merger.
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(a) Subject to the limitations set forth in section 21-19,119, one or more nonprofit corporations may merge into a business or nonprofit corporation, if the plan of merger is approved as provided in section 21-19,120. (b) The plan of merger must set forth: (1) The name of each co…
Neb. Rev. Stat. § 21-19,119 Mergers by public benefit or religious corporations; procedure.
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(a)(1) Without the prior approval of the district court in a proceeding in which the Attorney General has been given written notice, a public benefit or religious corporation may merge only with: (i) A public benefit or religious corporation; (ii) A foreign corporation that would…
Neb. Rev. Stat. § 21-19,120 Action on plan by board, members, and third persons.
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(a) Unless the Nebraska Nonprofit Corporation Act, the articles, the bylaws, or the board of directors or members (acting pursuant to subsection (c) of this section) require a greater vote or voting by class, a plan of merger to be adopted must be approved: (1) By the board; (2) …
Neb. Rev. Stat. § 21-19,121 Articles of merger.
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After a plan of merger is approved by the board of directors, and if required by section 21-19,119 or 21-19,120, by the district court or the members and any other persons, the surviving corporation shall deliver to the Secretary of State articles of merger setting forth: (1) The…
Neb. Rev. Stat. § 21-19,122 Effect of merger.
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When a merger takes effect: (1) Every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases; (2) The title to all real estate and other property owned by each corporation…
Neb. Rev. Stat. § 21-19,123 Merger with foreign corporation.
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(a) Except as provided in section 21-19,119, one or more foreign business or nonprofit corporations may merge with one or more domestic nonprofit corporations if: (1) The merger is permitted by the law of the state or country under whose law each foreign corporation is incorporat…
Neb. Rev. Stat. § 21-19,124 Bequests, devises, and gifts.
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Any bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance that is made to a constituent corporation and that takes effect or remains payable after the merger, inures to the surviving corporation unless the will o…
Neb. Rev. Stat. § 21-19,125 Sale of assets in regular course of activities and mortgage of assets.
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(a) A corporation may on the terms and conditions and for the consideration determined by the board of directors: (1) Sell, lease, exchange, or otherwise dispose of all or substantially all of its property in the usual and regular course of its activities; or (2) Mortgage, pledge…
Neb. Rev. Stat. § 21-19,126 Sale of assets other than in regular course of activities.
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(a) A corporation may sell, lease, exchange, or otherwise dispose of all or substantially all of its property (with or without the goodwill) other than in the usual and regular course of its activities on the terms and conditions and for the consideration determined by the corpor…
Neb. Rev. Stat. § 21-19,127 Prohibited distributions.
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Except as authorized by section 21-19,128, a corporation shall not make any distributions.
Neb. Rev. Stat. § 21-19,128 Authorized distributions.
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(a) A mutual benefit corporation may purchase its memberships if after the purchase is completed: (1) The corporation would be able to pay its debts as they become due in the usual course of its activities; and (2) The corporation's total assets would at least equal the sum of it…
Neb. Rev. Stat. § 21-19,129 Dissolution by incorporators or directors; notice of dissolution; plan.
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(a) A majority of the incorporators or directors of a corporation that has no members may, subject to any approval required by the articles or bylaws, dissolve the corporation by delivering to the Secretary of State articles of dissolution. (b) The corporation shall give notice o…
Neb. Rev. Stat. § 21-19,130 Dissolution by directors, members, and third persons; plan.
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(a) Unless the Nebraska Nonprofit Corporation Act, the articles, or bylaws or the board of directors or members (acting pursuant to subsection (c) of this section) require a greater vote or voting by class, dissolution is authorized if it is approved: (1) By the board; (2) By the…
Neb. Rev. Stat. § 21-19,131 Notice to the Attorney General.
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(a) A public benefit or religious corporation shall give the Attorney General written notice that it intends to dissolve at or before the time it delivers articles of dissolution to the Secretary of State. The notice shall include a copy or summary of the plan of dissolution. (b)…
Neb. Rev. Stat. § 21-19,132 Articles of dissolution.
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(a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the Secretary of State articles of dissolution setting forth: (1) The name of the corporation; (2) The date dissolution was authorized; (3) A statement that dissolution was approved by …
Neb. Rev. Stat. § 21-19,133 Revocation of dissolution.
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(a) A corporation may revoke its dissolution within one hundred twenty days after its effective date. (b) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of dir…
Neb. Rev. Stat. § 21-19,134 Effect of dissolution.
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(a) A dissolved corporation continues its corporate existence but may not carry on any activities except those appropriate to wind up and liquidate its affairs, including: (1) Preserving and protecting its assets and minimizing its liabilities; (2) Discharging or making provision…
Neb. Rev. Stat. § 21-19,135 Known claims against dissolved corporations; notice.
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(a) A dissolved corporation may dispose of the known claims against it by following the procedure described in this section. (b) The dissolved corporation shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice must:…
Neb. Rev. Stat. § 21-19,136 Unknown claims against dissolved corporation; notice.
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(a) A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice. (b) The notice must: (1) Be published one time in a newspaper of general circulation in the county where…
Neb. Rev. Stat. § 21-19,137 Grounds for administrative dissolution.
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The Secretary of State may commence a proceeding under section 21-19,138 to administratively dissolve a corporation if: (1) The corporation does not pay any fees, taxes, or penalties imposed by the Nebraska Nonprofit Corporation Act or other law when they are due; (2) The corpora…
Neb. Rev. Stat. § 21-19,138 Procedure for and effect of administrative dissolution.
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(a) Upon determining that one or more grounds exist under section 21-19,137 for dissolving a corporation, the Secretary of State shall serve the corporation with written notice of that determination under section 21-1937, and in the case of a public benefit corporation shall noti…
Neb. Rev. Stat. § 21-19,139 Reinstatement following administrative dissolution.
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(a) A corporation administratively dissolved under section 21-19,138 may apply to the Secretary of State for reinstatement within five years after the effective date of its administrative dissolution. The application must: (1) Recite the name of the corporation and the effective …
Neb. Rev. Stat. § 21-19,140 Appeal from denial of reinstatement.
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(a) The Secretary of State, upon denying a corporation's application for reinstatement following administrative dissolution, shall serve the corporation under section 21-1937 with a written notice that explains the reason or reasons for denial. (b) The corporation may appeal the …
Neb. Rev. Stat. § 21-19,141 Grounds for judicial dissolution.
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(a) The district court may dissolve a corporation: (1) In a proceeding by the Attorney General if it is established that: (i) The corporation obtained its articles of incorporation through fraud; (ii) The corporation has continued to exceed or abuse the authority conferred upon i…
Neb. Rev. Stat. § 21-19,142 Procedure for judicial dissolution.
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(a) Venue for a proceeding by the Attorney General to dissolve a corporation lies in the district court in the county where a corporation's principal office (or, if none in this state, its registered office) is or was last located or the district court of Lancaster County. Venue …
Neb. Rev. Stat. § 21-19,143 Receivership or custodianship.
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(a) The district court in a proceeding brought to dissolve a public benefit or mutual benefit corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the affairs of the corporation. The court shall hold a hearing, after notifyi…
Neb. Rev. Stat. § 21-19,144 Decree of dissolution.
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(a) If after a hearing the district court determines that one or more grounds for judicial dissolution described in section 21-19,141 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the district court …
Neb. Rev. Stat. § 21-19,145 Assets; deposit with State Treasurer; when.
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Assets of a dissolved corporation that should be transferred to a creditor, claimant, or member of the corporation who cannot be found or who is not competent to receive them, shall be reduced to cash, subject to known trust restrictions, and deposited with the State Treasurer fo…
Neb. Rev. Stat. § 21-19,146 Foreign corporation; authority to transact business required.
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(a) A foreign corporation may not transact business in this state until it obtains a certificate of authority from the Secretary of State. (b) The following activities, among others, do not constitute transacting business within the meaning of subsection (a) of this section: (1) …
Neb. Rev. Stat. § 21-19,147 Foreign corporation; transacting business without authority; consequences; civil penalty.
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(a) A foreign corporation transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority. (b) The successor to a foreign corporation that transacted business in this state …
Neb. Rev. Stat. § 21-19,148 Foreign corporation; application for certificate of authority.
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(a) A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the Secretary of State. The application must set forth: (1) The name of the foreign corporation or, if its name is unavailable for use in this sta…
Neb. Rev. Stat. § 21-19,149 Foreign corporation; amended certificate of authority.
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(a) A foreign corporation authorized to transact business in this state must obtain an amended certificate of authority from the Secretary of State if it changes: (1) Its corporate name; (2) The period of its duration; or (3) The state or country of its incorporation. (b) The req…
Neb. Rev. Stat. § 21-19,150 Foreign corporation; effect of certificate of authority.
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(a) A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this state subject, however, to the right of the state to revoke the certificate as provided in the Nebraska Nonprofit Corporation Act. (b) A foreign corporation with a…
Neb. Rev. Stat. § 21-19,151 Foreign corporation; corporate name.
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(a) If the corporate name of a foreign corporation does not satisfy the requirements of section 21-1931, the foreign corporation, to obtain or maintain a certificate of authority to transact business in this state, may use a fictitious name to transact business in this state if i…
Neb. Rev. Stat. § 21-19,152 Foreign corporation; registered office; registered agent.
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Each foreign corporation authorized to transact business in this state must continuously maintain in this state: (1) A registered office with the same address as that of its current registered agent. A post office box number may be provided in addition to the street address of th…
Neb. Rev. Stat. § 21-19,153 Foreign corporation; change of registered office or registered agent.
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(a) A foreign corporation authorized to transact business in this state may change its registered office or registered agent by delivering to the Secretary of State for filing a statement of change that sets forth: (1) Its name; (2) The street address of its current registered of…
Neb. Rev. Stat. § 21-19,154 Foreign corporation; resignation of registered agent.
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(a) The registered agent of a foreign corporation may resign as agent by signing and delivering to the Secretary of State for filing the original and two exact or conformed copies of a statement of resignation. The statement of resignation may include a statement that the registe…
Neb. Rev. Stat. § 21-19,155 Foreign corporation; service.
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(a) The registered agent of a foreign corporation authorized to transact business in this state is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the foreign corporation. (b) A foreign corporation may be served by re…
Neb. Rev. Stat. § 21-19,156 Foreign corporation; withdrawal.
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(a) A foreign corporation authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the Secretary of State. (b) A foreign corporation authorized to transact business in this state may apply for a certificate o…
Neb. Rev. Stat. § 21-19,157 Foreign corporation; grounds for revocation of certificate of authority.
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(a) The Secretary of State may commence a proceeding under section 21-19,158 to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if: (1) The foreign corporation does not deliver the biennial report to the Secretary of Stat…
Neb. Rev. Stat. § 21-19,158 Foreign corporation; procedure and effect of revocation.
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(a) The Secretary of State upon determining that one or more grounds exist under section 21-19,157 for revocation of a certificate of authority shall serve the foreign corporation with written notice of that determination under section 21-19,155. (b) The Attorney General, upon de…
Neb. Rev. Stat. § 21-19,159 Foreign corporation; revoked certificate; application for reinstatement.
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(a) A foreign corporation the certificate of authority of which has been revoked under section 21-19,158 may apply to the Secretary of State for reinstatement within five years after the effective date of the revocation. The application must: (1) Recite the name of the foreign co…
Neb. Rev. Stat. § 21-19,160 Foreign corporation; denial of reinstatement; appeal.
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(a) The Secretary of State, upon denying a foreign corporation's application for reinstatement following revocation of its certificate of authority, shall serve the foreign corporation under section 21-19,155 with a written notice that explains the reason or reasons for denial. (…
Neb. Rev. Stat. § 21-19,161 Foreign corporation; domestication procedure.
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In lieu of compliance with section 21-19,146, relating to the authorization of foreign corporations to transact business in this state, any corporation organized under the laws of any other state or states, which has heretofore filed, or which may hereafter file, with the Secreta…
Neb. Rev. Stat. § 21-19,162 Foreign corporation; renouncing domestication.
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Any foreign corporation, which has domesticated pursuant to section 21-19,161, may cease to be a domesticated corporation by filing with the Secretary of State a certified copy of a resolution adopted by its board of directors, renouncing its domestication and withdrawing its acc…
Neb. Rev. Stat. § 21-19,163 Foreign corporation; domestication; procedure; effect.
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If a foreign corporation, which has domesticated pursuant to section 21-19,161, surrenders its foreign corporate charter and files, records, and publishes notice of amended articles of incorporation in the manner, time, and places required by sections 21-1920, 21-1921, and 21-19,…
Neb. Rev. Stat. § 21-19,164 Foreign corporation organized prior to January 1, 1997; status.
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Any corporation organized under the laws of any other state or territory which had become, in accordance with section 21-1966.01, as such section existed prior to January 1, 1997, a body corporate of this state, shall retain such status for all purposes notwithstanding the repeal…
Neb. Rev. Stat. § 21-19,165 Corporate records.
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(a) A corporation shall keep as permanent records minutes of all meetings of its members and board of directors, a record of all actions taken by the members or directors without a meeting, and a record of all actions taken by committees of the board of directors as authorized by…
Neb. Rev. Stat. § 21-19,166 Inspection of records by members.
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(a) Subject to subsection (e) of this section and subsection (c) of section 21-19,167, a member is entitled to inspect and copy, at a reasonable time and location specified by the corporation, any of the records of the corporation described in subsection (e) of section 21-19,165 …