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986 sections in this chapter.
Neb. Rev. Stat. § 21-2,132 Abandonment of a domestication.
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(MBCA 9.25) (a) Unless otherwise provided in a plan of domestication of a domestic business corporation, after the plan has been adopted and approved as required by sections 21-2,127 to 21-2,132, and at any time before the domestication has become effective, it may be abandoned b…
Neb. Rev. Stat. § 21-2,133 Nonprofit conversion.
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(MBCA 9.30) (a) A domestic business corporation may become a domestic nonprofit corporation pursuant to a plan of nonprofit conversion. (b) A domestic business corporation may become a foreign nonprofit corporation if the nonprofit conversion is permitted by the laws of the forei…
Neb. Rev. Stat. § 21-2,134 Action on a plan of nonprofit conversion.
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(MBCA 9.31) In the case of a conversion of a domestic business corporation to a domestic or foreign nonprofit corporation: (1) The plan of nonprofit conversion must be adopted by the board of directors. (2) After adopting the plan of nonprofit conversion, the board of directors m…
Neb. Rev. Stat. § 21-2,135 Articles of nonprofit conversion.
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(MBCA 9.32) (a) After a plan of nonprofit conversion providing for the conversion of a domestic business corporation to a domestic nonprofit corporation has been adopted and approved as required by the Nebraska Model Business Corporation Act, articles of nonprofit conversion shal…
Neb. Rev. Stat. § 21-2,136 Surrender of charter upon foreign nonprofit conversion.
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(MBCA 9.33) (a) Whenever a domestic business corporation has adopted and approved, in the manner required by sections 21-2,133 to 21-2,138, a plan of nonprofit conversion providing for the corporation to be converted to a foreign nonprofit corporation, articles of charter surrend…
Neb. Rev. Stat. § 21-2,137 Effect of nonprofit conversion.
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(MBCA 9.34) (a) When a conversion of a domestic business corporation to a domestic nonprofit corporation becomes effective: (1) The title to all real and personal property, both tangible and intangible, of the corporation remains in the corporation without reversion or impairment…
Neb. Rev. Stat. § 21-2,138 Abandonment of a nonprofit conversion.
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(MBCA 9.35) (a) Unless otherwise provided in a plan of nonprofit conversion of a domestic business corporation, after the plan has been adopted and approved as required by sections 21-2,133 to 21-2,138, and at any time before the nonprofit conversion has become effective, it may …
Neb. Rev. Stat. § 21-2,139 Foreign nonprofit domestication and conversion.
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(MBCA 9.40) A foreign nonprofit corporation may become a domestic business corporation if the domestication and conversion is permitted by the organic law of the foreign nonprofit corporation.
Neb. Rev. Stat. § 21-2,140 Articles of domestication and conversion.
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(MBCA 9.41) (a) After the conversion of a foreign nonprofit corporation to a domestic business corporation has been authorized as required by the laws of the foreign jurisdiction, articles of domestication and conversion shall be signed by any officer or other duly authorized rep…
Neb. Rev. Stat. § 21-2,141 Effect of foreign nonprofit domestication and conversion.
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(MBCA 9.42) (a) When a domestication and conversion of a foreign nonprofit corporation to a domestic business corporation becomes effective: (1) The title to all real and personal property, both tangible and intangible, of the corporation remains in the corporation without revers…
Neb. Rev. Stat. § 21-2,142 Abandonment of a foreign nonprofit domestication and conversion.
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(MBCA 9.43) If the domestication and conversion of a foreign nonprofit corporation to a domestic business corporation is abandoned in accordance with the laws of the foreign jurisdiction after articles of domestication and conversion have been filed with the Secretary of State, a…
Neb. Rev. Stat. § 21-2,143 Entity conversion authorized; definitions.
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(MBCA 9.50) (a) A domestic business corporation may become a domestic unincorporated entity pursuant to a plan of entity conversion. (b) A domestic business corporation may become a foreign unincorporated entity if the entity conversion is permitted by the laws of the foreign jur…
Neb. Rev. Stat. § 21-2,144 Plan of entity conversion.
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(MBCA 9.51) (a) A plan of entity conversion must include: (1) A statement of the type of other entity the surviving entity will be and, if it will be a foreign other entity, its jurisdiction of organization; (2) The terms and conditions of the conversion; (3) The manner and basis…
Neb. Rev. Stat. § 21-2,145 Action on a plan of entity conversion.
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(MBCA 9.52) In the case of an entity conversion of a domestic business corporation to a domestic or foreign unincorporated entity: (1) The plan of entity conversion must be adopted by the board of directors. (2) After adopting the plan of entity conversion, the board of directors…
Neb. Rev. Stat. § 21-2,146 Articles of entity conversion.
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(MBCA 9.53) (a) After the conversion of a domestic business corporation to a domestic unincorporated entity has been adopted and approved as required by the Nebraska Model Business Corporation Act, articles of entity conversion shall be signed on behalf of the corporation by any …
Neb. Rev. Stat. § 21-2,147 Surrender of charter upon conversion.
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(MBCA 9.54) (a) Whenever a domestic business corporation has adopted and approved, in the manner required by sections 21-2,143 to 21-2,149, a plan of entity conversion providing for the corporation to be converted to a foreign unincorporated entity, articles of charter surrender …
Neb. Rev. Stat. § 21-2,148 Effect of entity conversion.
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(MBCA 9.55) (a) When a conversion under sections 21-2,143 to 21-2,149 becomes effective: (1) The title to all real and personal property, both tangible and intangible, of the converting entity remains in the surviving entity without reversion or impairment; (2) The liabilities of…
Neb. Rev. Stat. § 21-2,149 Abandonment of an entity conversion.
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(MBCA 9.56) (a) Unless otherwise provided in a plan of entity conversion of a domestic business corporation, after the plan has been adopted and approved as required by sections 21-2,143 to 21-2,149 and at any time before the entity conversion has become effective, it may be aban…
Neb. Rev. Stat. § 21-2,150 Authority to amend.
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(MBCA 10.01) (a) A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation as of the effective date of the amendment or to delete a provision that is not required to be contained i…
Neb. Rev. Stat. § 21-2,151 Amendment before issuance of shares.
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(MBCA 10.02) If a corporation has not yet issued shares, its board of directors or its incorporators if it has no board of directors may adopt one or more amendments to the corporation's articles of incorporation.
Neb. Rev. Stat. § 21-2,152 Amendment by board of directors and shareholders.
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(MBCA 10.03) If a corporation has issued shares, an amendment to the articles of incorporation shall be adopted in the following manner: (1) The proposed amendment must be adopted by the board of directors. (2) Except as provided in sections 21-2,154, 21-2,156, and 21-2,157, afte…
Neb. Rev. Stat. § 21-2,153 Voting on amendments by voting groups.
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(MBCA 10.04) (a) If a corporation has more than one class of shares outstanding, the holders of the outstanding shares of a class are entitled to vote as a separate voting group, if shareholder voting is otherwise required by the Nebraska Model Business Corporation Act, on a prop…
Neb. Rev. Stat. § 21-2,154 Amendment by board of directors.
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(MBCA 10.05) Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt amendments to the corporation's articles of incorporation without shareholder approval: (1) To extend the duration of the corporation if it was incorporated at a time…
Neb. Rev. Stat. § 21-2,155 Articles of amendment.
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(MBCA 10.06) After an amendment to the articles of incorporation has been adopted and approved in the manner required by the Nebraska Model Business Corporation Act and by the articles of incorporation, the corporation shall deliver to the Secretary of State, for filing, articles…
Neb. Rev. Stat. § 21-2,156 Restated articles of incorporation.
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(MBCA 10.07) (a) A corporation's board of directors may restate its articles of incorporation at any time, with or without shareholder approval, to consolidate all amendments into a single document. (b) If the restated articles include one or more new amendments that require shar…
Neb. Rev. Stat. § 21-2,157 Amendment pursuant to reorganization.
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(MBCA 10.08) (a) A corporation's articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under the authority of a law of the United States. (b) …
Neb. Rev. Stat. § 21-2,158 Effect of amendment.
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(MBCA 10.09) An amendment to the articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than shareholders of the corporation. An amendme…
Neb. Rev. Stat. § 21-2,159 Amendment by board of directors or shareholders.
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(MBCA 10.20) (a) A corporation's shareholders may amend or repeal the corporation's bylaws. (b) A corporation's board of directors may amend or repeal the corporation's bylaws, unless: (1) The articles of incorporation or section 21-2,160 reserves that power exclusively to the sh…
Neb. Rev. Stat. § 21-2,160 Bylaw increasing quorum or voting requirement for directors.
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(MBCA 10.21) (a) A bylaw that increases a quorum or voting requirement for the board of directors may be amended or repealed: (1) If originally adopted by the shareholders, only by the shareholders unless the bylaw otherwise provides; or (2) If adopted by the board of directors, …
Neb. Rev. Stat. § 21-2,161 Definitions.
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(MBCA 11.01) As used in sections 21-2,161 to 21-2,168: (1) Merger means a business combination pursuant to section 21-2,162. (2) Party to a merger or party to a share exchange means any domestic or foreign corporation or eligible entity that will: (i) Merge under a plan of merger…
Neb. Rev. Stat. § 21-2,162 Merger.
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(MBCA 11.02) (a) One or more domestic business corporations may merge with one or more domestic or foreign business corporations or eligible entities pursuant to a plan of merger or two or more foreign business corporations or domestic or foreign eligible entities may merge into …
Neb. Rev. Stat. § 21-2,163 Share exchange.
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(MBCA 11.03) (a) Through a share exchange: (1) A domestic corporation may acquire all of the shares of one or more classes or series of shares of another domestic or foreign corporation, or all of the interests of one or more classes or series of interests of a domestic or foreig…
Neb. Rev. Stat. § 21-2,164 Action on a plan of merger or share exchange.
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(MBCA 11.04) In the case of a domestic corporation that is a party to a merger or share exchange: (1) The plan of merger or share exchange must be adopted by the board of directors. (2) Except as provided in subdivision (8) of this section and in section 21-2,165, after adopting …
Neb. Rev. Stat. § 21-2,165 Merger between parent and subsidiary or between subsidiaries.
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(MBCA 11.05) (a) A domestic parent corporation that owns shares of a domestic or foreign subsidiary corporation that carry at least ninety percent of the voting power of each class and series of the outstanding shares of the subsidiary that have voting power may merge the subsidi…
Neb. Rev. Stat. § 21-2,166 Articles of merger or share exchange.
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(MBCA 11.06) (a) After a plan of merger or share exchange has been adopted and approved as required by the Nebraska Model Business Corporation Act, articles of merger or share exchange shall be signed on behalf of each party to the merger or share exchange by any officer or other…
Neb. Rev. Stat. § 21-2,167 Effect of merger or share exchange.
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(MBCA 11.07) (a) When a merger becomes effective: (1) The corporation or eligible entity that is designated in the plan of merger as the survivor continues or comes into existence, as the case may be; (2) The separate existence of every corporation or eligible entity that is merg…
Neb. Rev. Stat. § 21-2,168 Abandonment of a merger or share exchange.
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(MBCA 11.08) (a) Unless otherwise provided in a plan of merger or share exchange or in the laws under which a foreign business corporation or a domestic or foreign eligible entity that is a party to a merger or a share exchange is organized or by which it is governed, after the p…
Neb. Rev. Stat. § 21-2,169 Disposition of assets not requiring shareholder approval.
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(MBCA 12.01) No approval of the shareholders of a corporation is required, unless the articles of incorporation otherwise provide: (1) To sell, lease, exchange, or otherwise dispose of any or all of the corporation's assets in the usual and regular course of business; (2) To mort…
Neb. Rev. Stat. § 21-2,170 Shareholder approval of certain dispositions.
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(MBCA 12.02) (a) A sale, lease, exchange, or other disposition of assets, other than a disposition described in section 21-2,169, requires approval of the corporation's shareholders if the disposition would leave the corporation without a significant continuing business activity.…
Neb. Rev. Stat. § 21-2,171 Definitions.
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(MBCA 13.01) In sections 21-2,171 to 21-2,183: (1) Affiliate means a person that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with another person or is a senior executive thereof. For purposes of subdivision (5) …
Neb. Rev. Stat. § 21-2,172 Right to appraisal.
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(MBCA 13.02) (a) A shareholder is entitled to appraisal rights and to obtain payment of the fair value of that shareholder's shares in the event of any of the following corporate actions: (1) Consummation of a merger to which the corporation is a party (i) if shareholder approval…
Neb. Rev. Stat. § 21-2,173 Assertion of rights by nominees and beneficial owners.
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(MBCA 13.03) (a) A record shareholder may assert appraisal rights as to fewer than all the shares registered in the record shareholder's name but owned by a beneficial shareholder or a voting trust beneficial owner only if the record shareholder objects with respect to all shares…
Neb. Rev. Stat. § 21-2,174 Notice of appraisal rights.
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(MBCA 13.20) (a) When any corporate action specified in subsection (a) of section 21-2,172 is to be submitted to a vote at a shareholders' meeting, the meeting notice must state that the corporation has concluded that the shareholders are, are not, or may be entitled to assert ap…
Neb. Rev. Stat. § 21-2,175 Notice of intent to demand payment and consequences of voting or consenting.
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(MBCA 13.21) (a) If a corporate action specified in subsection (a) of section 21-2,172 is submitted to a vote at a shareholders' meeting, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares: (1) Must deliver to the corporation, before…
Neb. Rev. Stat. § 21-2,176 Appraisal notice and form.
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(MBCA 13.22) (a) If a corporate action requiring appraisal rights under subsection (a) of section 21-2,172 becomes effective, the corporation must send a written appraisal notice and form required by subdivision (b)(1) of this section to all shareholders who satisfy the requireme…
Neb. Rev. Stat. § 21-2,177 Perfection of rights; right to withdraw.
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(MBCA 13.23) (a) A shareholder who receives notice pursuant to section 21-2,176 and who wishes to exercise appraisal rights must sign and return the form sent by the corporation and, in the case of certificated shares, deposit the shareholder's certificates in accordance with the…
Neb. Rev. Stat. § 21-2,178 Payment.
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(MBCA 13.24) (a) Except as provided in section 21-2,179, within thirty days after the form required by subdivision (b)(2)(ii) of section 21-2,176 is due, the corporation shall pay in cash to those shareholders who complied with subsection (a) of section 21-2,177 the amount the co…
Neb. Rev. Stat. § 21-2,179 After-acquired shares.
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(MBCA 13.25) (a) A corporation may elect to withhold payment required by section 21-2,178 from any shareholder who was required to, but did not, certify that beneficial ownership of all the shareholder's shares for which appraisal rights are asserted was acquired before the date …
Neb. Rev. Stat. § 21-2,180 Procedure if shareholder dissatisfied with payment or offer.
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(MBCA 13.26) (a) A shareholder paid pursuant to section 21-2,178 who is dissatisfied with the amount of the payment must notify the corporation in writing of that shareholder's estimate of the fair value of the shares and demand payment of that estimate plus interest, less any pa…
Neb. Rev. Stat. § 21-2,181 Court action.
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(MBCA 13.30) (a) If a shareholder makes demand for payment under section 21-2,180 which remains unsettled, the corporation shall commence a proceeding within sixty days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued…