Chapter 21 — CORPORATIONS AND OTHER COMPANIES
1,159 sections in this chapter.
Neb. Rev. Stat. § 21-1911 Certificate of existence.
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(a) Any person may apply to the Secretary of State to furnish a certificate of existence for a domestic or foreign corporation. (b) The certificate of existence shall set forth: (1) The domestic corporation's corporate name or the foreign corporation's corporate name used in this…
Neb. Rev. Stat. § 21-1912 Signing false document; penalty.
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(a) A person commits an offense by signing a document such person knows is false in any material respect with intent that the document be delivered to the Secretary of State for filing. (b) Any person who violates this section is guilty of a Class I misdemeanor.
Neb. Rev. Stat. § 21-1913 Secretary of State; powers.
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The Secretary of State has the power reasonably necessary to perform the duties required of his or her office by the Nebraska Nonprofit Corporation Act.
Neb. Rev. Stat. § 21-1914 Terms, defined.
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For purposes of the Nebraska Nonprofit Corporation Act, unless the context otherwise requires: (1) Approved by (or approval by) the members means approved or ratified by the affirmative vote of a majority of the votes represented and voting at a duly held meeting at which a quoru…
Neb. Rev. Stat. § 21-1915 Notice.
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(a) Notice may be oral or written. (b) Notice may be communicated in person, by mail or other method of delivery, or by telephone or other electronic means. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in th…
Neb. Rev. Stat. § 21-1916 Private foundations; requirements.
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Except when otherwise determined by a court of competent jurisdiction, a corporation that is a private foundation as defined in section 509(a) of the Internal Revenue Code: (a) Shall distribute such amounts for each taxable year at such time and in such manner as not to subject t…
Neb. Rev. Stat. § 21-1917 Meetings and votes; court order.
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(a) If for any reason it is impractical or impossible for any corporation to call or conduct a meeting of its members, delegates, or directors, or otherwise obtain their consent, in the manner prescribed by its articles, bylaws, or the Nebraska Nonprofit Corporation Act, then upo…
Neb. Rev. Stat. § 21-1918 Attorney General; notice; powers.
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(a) The Attorney General shall be given notice of the commencement of any proceeding that the Nebraska Nonprofit Corporation Act authorizes him or her to bring but that has been commenced by another person. (b) Whenever any provision of the act requires that notice be given to th…
Neb. Rev. Stat. § 21-1919 Religious corporations; constitutional protections.
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If religious doctrine governing the affairs of a religious corporation is inconsistent with the provisions of the Nebraska Nonprofit Corporation Act on the same subject, the religious doctrine shall control to the extent required by the Constitution of the United States or the Co…
Neb. Rev. Stat. § 21-192 Fees.
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(1) The filing fee for all filings under the Nebraska Uniform Limited Liability Company Act, including amendments and name reservation, shall be thirty dollars if the filing is submitted in writing and twenty-five dollars if the filing is submitted electronically pursuant to sect…
Neb. Rev. Stat. § 21-1920 Incorporators.
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One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the Secretary of State for filing.
Neb. Rev. Stat. § 21-1921 Articles of incorporation.
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(a) The articles of incorporation shall set forth: (1) A corporate name for the corporation that satisfies the requirements of section 21-1931; (2) One of the following statements: (i) This corporation is a public benefit corporation; (ii) This corporation is a mutual benefit cor…
Neb. Rev. Stat. § 21-1922 Incorporation.
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(a) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed. (b) The Secretary of State's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to inc…
Neb. Rev. Stat. § 21-1923 Liability for preincorporation transactions.
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All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under the Nebraska Nonprofit Corporation Act, are jointly and severally liable for all liabilities created while so acting.
Neb. Rev. Stat. § 21-1924 Organization of corporation.
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(a) After incorporation: (1) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting b…
Neb. Rev. Stat. § 21-1925 Bylaws.
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(a) The incorporators or board of directors of a corporation shall adopt bylaws for the corporation. (b) The bylaws may contain any provision for regulating and managing the affairs of the corporation that is not inconsistent with law or the articles of incorporation.
Neb. Rev. Stat. § 21-1926 Emergency bylaws and powers.
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(a) Unless the articles provide otherwise the directors of a corporation may adopt, amend, or repeal bylaws to be effective only in an emergency defined in subsection (d) of this section. The emergency bylaws, which are subject to amendment or repeal by the members, may provide s…
Neb. Rev. Stat. § 21-1927 Purposes.
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(a)(1) Every corporation incorporated under the Nebraska Nonprofit Corporation Act has the purpose of engaging in any lawful activity unless a more limited purpose is set forth in the articles of incorporation. (2) A corporation engaging in an activity that is subject to regulati…
Neb. Rev. Stat. § 21-1928 General powers.
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Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its affairs including, without limitation, the powe…
Neb. Rev. Stat. § 21-1929 Emergency powers.
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(a) In anticipation of or during an emergency defined in subsection (d) of this section, the board of directors of a corporation may: (1) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and (2) Relocate the principal office, …
Neb. Rev. Stat. § 21-193 Notice; publication required; filing.
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(1) Notice of organization, amendment of the certificate of organization, merger, conversion, or domestication must be published three successive weeks in some legal newspaper of general circulation near the designated office of the limited liability company. A notice of organiza…
Neb. Rev. Stat. § 21-1930 Ultra vires.
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(a) Except as provided in subsection (b) of this section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act. (b) A corporation's power to act may be challenged in a proceeding against the corporation to enjoin a…
Neb. Rev. Stat. § 21-1931 Corporate name.
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(a) A corporate name may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by section 21-1927 and its articles of incorporation. (b) Except as authorized by subsections (c) and (d) of this section, a corporate name …
Reserved name.
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(a) A person may reserve the exclusive use of a corporate name, including a fictitious name for a foreign corporation whose corporate name is not available, by delivering an application to the Secretary of State for filing. Upon finding that the corporate name applied for is avai…
Neb. Rev. Stat. § 21-1933 Registered name.
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(a) A foreign corporation may register its corporate name, or its corporate name with any change required by section 21-19,151, if the name is not the same as or deceptively similar to, upon the records of the Secretary of State: (1) The corporate name of a nonprofit or business …
Neb. Rev. Stat. § 21-1934 Registered office; registered agent.
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Each corporation must continuously maintain in this state: (1) A registered office with the same street address as that of the registered agent. A post office box number may be provided in addition to the street address of the registered agent; and (2) A registered agent, who may…
Neb. Rev. Stat. § 21-1935 Change of registered office or registered agent.
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(a) A corporation 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) The name of the corporation; (2) The street address of its current registered office; (3) If the current registered…
Neb. Rev. Stat. § 21-1936 Resignation of registered agent.
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(a) A registered agent may resign as the registered agent by signing and delivering to the Secretary of State the original and two exact or conformed copies of a statement of resignation. The statement may include a statement that the registered office is also discontinued. (b) A…
Neb. Rev. Stat. § 21-1937 Service on corporation.
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(a) A corporation's registered agent is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the corporation. (b) If a corporation has no registered agent, or the agent cannot with reasonable diligence be served, the corpo…
Neb. Rev. Stat. § 21-1938 Admission of members.
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(a) The articles or bylaws may establish criteria or procedures for admission of members. (b) No person shall be admitted as a member without his or her consent.
Neb. Rev. Stat. § 21-1939 Consideration.
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Except as provided in its articles or bylaws, a corporation may admit members for no consideration or for such consideration as is determined by the board.
Neb. Rev. Stat. § 21-194 Uniformity of application and construction.
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(RULLCA 1101) In applying and construing this uniform act, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it.
Neb. Rev. Stat. § 21-1940 No requirement of members.
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A corporation is not required to have members.
Neb. Rev. Stat. § 21-1941 Differences in rights and obligations.
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All members shall have the same rights and obligations with respect to voting, dissolution, redemption, and transfer, unless the articles or bylaws establish classes of membership with different rights or obligations. All members shall have the same rights and obligations with re…
Neb. Rev. Stat. § 21-1942 Transfers.
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(a) Except as set forth in or authorized by the articles or bylaws, no member of a mutual benefit corporation may transfer a membership or any right arising therefrom. (b) No member of a public benefit or religious corporation may transfer a membership or any right arising theref…
Neb. Rev. Stat. § 21-1943 Member's liability to third parties.
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A member of a corporation is not, as such, personally liable for the acts, debts, liabilities, or obligations of the corporation.
Neb. Rev. Stat. § 21-1944 Member's liability for dues, assessments, and fees.
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A member may become liable to the corporation for dues, assessments, or fees. However, an article or bylaw provision or a resolution adopted by the board authorizing or imposing dues, assessments, or fees does not, of itself, create liability.
Neb. Rev. Stat. § 21-1945 Creditor's action against member.
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(a) No proceeding may be brought by a creditor to reach the liability, if any, of a member to the corporation unless final judgment has been rendered in favor of the creditor against the corporation and execution has been returned unsatisfied in whole or in part or unless such pr…
Neb. Rev. Stat. § 21-1946 Resignation.
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(a) A member may resign at any time. (b) The resignation of a member does not relieve the member from any obligations the member may have to the corporation as a result of obligations incurred or commitments made prior to resignation.
Neb. Rev. Stat. § 21-1947 Termination, expulsion, and suspension.
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(a) No member of a public benefit or mutual benefit corporation may be expelled or suspended, and no membership or memberships in such corporations may be terminated or suspended except pursuant to a procedure that is fair and reasonable and is carried out in good faith. (b) A pr…
Neb. Rev. Stat. § 21-1948 Purchase of memberships.
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(a) A public benefit or religious corporation may not purchase any of its memberships or any right arising therefrom. (b) A mutual benefit corporation may purchase the membership of a member who resigns or whose membership is terminated for the amount and pursuant to the conditio…
Neb. Rev. Stat. § 21-1949 Derivative suits.
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(a) A proceeding may be brought in the right of a domestic or foreign corporation to procure a judgment in its favor by: (i) Any member or members having five percent or more of the voting power or by fifty members, whichever is less; or (ii) any director. (b) In any such proceed…
Neb. Rev. Stat. § 21-195 Relation to Electronic Signatures in Global and National Commerce Act.
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(RULLCA 1102) The Nebraska Uniform Limited Liability Company Act modifies, limits, and supersedes the federal 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),…
Neb. Rev. Stat. § 21-1950 Delegates.
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(a) A corporation may provide in its articles or bylaws for delegates having some or all of the authority of members. (b) The articles or bylaws may set forth provisions relating to: (1) The characteristics, qualifications, rights, limitations, and obligations of delegates includ…
Neb. Rev. Stat. § 21-1951 Annual and regular meetings.
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(a) A corporation with members shall hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws. (b) A corporation with members may hold regular membership meetings at the times stated in or fixed in accordance with the bylaws. (c) Annual and re…
Neb. Rev. Stat. § 21-1952 Special meeting.
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(a) A corporation with members shall hold a special meeting of members: (1) On call of its board or the person or persons authorized to do so by the articles or bylaws; or (2) Except as provided in the articles or bylaws of a religious corporation if the holders of at least five …
Neb. Rev. Stat. § 21-1953 Court-ordered meeting.
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(a) The district court of the county where a corporation's principal office (or, if none in this state, its registered office) is located may summarily order a meeting to be held: (1) On application of any member or other person entitled to participate in an annual or regular mee…
Neb. Rev. Stat. § 21-1954 Action by written consent.
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(a) Unless limited or prohibited by the articles or bylaws, action required or permitted by the Nebraska Nonprofit Corporation Act to be approved by the members may be approved without a meeting of members if the action is approved by members holding at least eighty percent of th…
Neb. Rev. Stat. § 21-1955 Notice of meeting.
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(a) A corporation shall give notice consistent with its bylaws of meetings of members in a fair and reasonable manner. (b) Any notice that conforms to the requirements of subsection (c) of this section is fair and reasonable, but other means of giving notice may also be fair and …
Neb. Rev. Stat. § 21-1956 Waiver of notice.
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(a) A member may waive any notice required by the Nebraska Nonprofit Corporation Act, the articles, or bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the member entitled to the notice, and be delivered to the corporation…