Chapter 21, CORPORATIONS AND OTHER COMPANIES
986 sections in this chapter.
Neb. Rev. Stat. § 21-137 Indemnification and insurance.
0.9K chars
(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.
2.9K chars
(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.
4.4K chars
(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.
0.1K chars
(RULLCA 501) A transferable interest is personal property.
Neb. Rev. Stat. § 21-1401 Terms, defined; act, how cited.
1.1K chars
(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.
0.3K chars
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.
1.3K chars
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.
0.5K chars
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.
1.1K chars
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.
2.1K chars
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.
0.2K chars
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.
0.7K chars
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…
Neb. Rev. Stat. § 21-141 Transfer of transferable interest.
2.0K chars
(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.
1.0K chars
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.
1.0K chars
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.
0.2K chars
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.
Neb. Rev. Stat. § 21-1414 Application of general corporation laws.
0.7K chars
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.
2.4K chars
(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.
0.3K chars
(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.
1.2K chars
(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.
3.8K chars
(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.
0.8K chars
(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…
Neb. Rev. Stat. § 21-147 Events causing dissolution; rescission; procedure.
2.8K chars
(RULLCA 701) (a) A limited liability company is dissolved, and its activities must be wound up, upon the occurrence of any of the following: (1) an event or circumstance that the operating agreement states causes dissolution; (2) the consent of all the members; (3) the passage of…
Neb. Rev. Stat. § 21-148 Winding up.
3.0K chars
(RULLCA 702) (a) A dissolved limited liability company shall wind up its activities, and the company continues after dissolution only for the purpose of winding up. (b) In winding up its activities, a limited liability company: (1) shall: (A) discharge the company's debts, obliga…
Neb. Rev. Stat. § 21-149 Known claims against dissolved limited liability company.
1.5K chars
(RULLCA 703) (a) Except as otherwise provided in subsection (d) of this section, a dissolved limited liability company may give notice of a known claim under subsection (b) of this section, which has the effect as provided in subsection (c) of this section. (b) A dissolved limite…
Neb. Rev. Stat. § 21-150 Other claims against dissolved limited liability company.
2.1K chars
(RULLCA 704) (a) A dissolved limited liability company shall publish notice of its dissolution and request persons having claims against the company to present them in accordance with the notice. (b) The notice required by subsection (a) of this section must: (1) be published thr…
Neb. Rev. Stat. § 21-151 Administrative dissolution.
1.7K chars
(RULLCA 705) (a) The Secretary of State may dissolve a limited liability company administratively if the company does not: (1) pay, within sixty days after the due date, any fee, tax, or penalty due to the Secretary of State under the Nebraska Uniform Limited Liability Company Ac…
Neb. Rev. Stat. § 21-152 Reinstatement following administrative dissolution.
2.2K chars
(RULLCA 706) (a) A limited liability company that has been administratively dissolved may apply to the Secretary of State for reinstatement within five years after the effective date of its dissolution. The application must be delivered to the Secretary of State for filing and st…
Neb. Rev. Stat. § 21-153 Appeal from rejection of reinstatement.
0.9K chars
(RULLCA 707) (a) If the Secretary of State rejects a limited liability company's application for reinstatement following administrative dissolution, the Secretary of State shall prepare, sign, and file a notice that explains the reason for rejection and serve the company with a c…
Neb. Rev. Stat. § 21-154 Distribution of assets in winding up limited liability company's activities.
1.2K chars
(RULLCA 708) (a) In winding up its activities, a limited liability company must apply its assets to discharge its obligations to creditors, including members that are creditors. (b) After a limited liability company complies with subsection (a) of this section, any surplus must b…
Neb. Rev. Stat. § 21-155 Governing law.
0.9K chars
(RULLCA 801) (a) The law of the state or other jurisdiction under which a foreign limited liability company is formed governs: (1) the internal affairs of the company; and (2) the liability of a member as member and a manager as manager for the debts, obligations, or other liabil…
Neb. Rev. Stat. § 21-156 Application for certificate of authority.
1.3K chars
(RULLCA 802) (a) A foreign limited liability company must apply for a certificate of authority to transact business in this state by delivering an application and, if applicable, a current certificate of registration as provided in sections 21-185 to 21-189 and fees to the Secret…
Neb. Rev. Stat. § 21-157 Activities not constituting transacting business.
1.8K chars
(RULLCA 803) (a) Activities of a foreign limited liability company which do not constitute transacting business in this state within the meaning of sections 21-155 to 21-163 include: (1) maintaining, defending, or settling an action or proceeding; (2) carrying on any activity con…
Neb. Rev. Stat. § 21-158 Filing of certificate of authority.
0.5K chars
(RULLCA 804) Unless the Secretary of State determines that an application for a certificate of authority does not comply with the filing requirements of the Nebraska Uniform Limited Liability Company Act, the Secretary of State, upon payment of all filing fees, shall file the app…
Neb. Rev. Stat. § 21-159 Noncomplying name of foreign limited liability company.
1.1K chars
(RULLCA 805) (a) A foreign limited liability company whose name does not comply with section 21-108 may not obtain a certificate of authority until it adopts, for the purpose of transacting business in this state, an alternate name that complies with section 21-108. A foreign lim…
Neb. Rev. Stat. § 21-160 Revocation of certificate of authority.
1.7K chars
(RULLCA 806) (a) A certificate of authority of a foreign limited liability company to transact business in this state may be revoked by the Secretary of State in the manner provided in subsections (b) and (c) of this section if the company does not: (1) pay, within sixty days aft…
Neb. Rev. Stat. § 21-161 Cancellation of certificate of authority.
0.4K chars
(RULLCA 807) To cancel its certificate of authority to transact business in this state, a foreign limited liability company must deliver to the Secretary of State for filing a notice of cancellation stating the name of the company and that the company desires to cancel its certif…
Neb. Rev. Stat. § 21-162 Effect of failure to have certificate of authority.
0.7K chars
(RULLCA 808) (a) A foreign limited liability company transacting business in this state may not maintain an action or proceeding in this state unless it has a certificate of authority to transact business in this state. (b) The failure of a foreign limited liability company to ha…
Neb. Rev. Stat. § 21-163 Action by Attorney General.
0.2K chars
(RULLCA 809) The Attorney General may maintain an action to enjoin a foreign limited liability company from transacting business in this state in violation of sections 21-155 to 21-163.
Neb. Rev. Stat. § 21-164 Direct action by member.
0.6K chars
(RULLCA 901) (a) Subject to subsection (b) of this section, a member may maintain a direct action against another member, a manager, or the limited liability company to enforce the member's rights and otherwise protect the member's interests, including rights and interests under …
Neb. Rev. Stat. § 21-165 Derivative action.
0.5K chars
(RULLCA 902) A member may maintain a derivative action to enforce a right of a limited liability company if: (1) the member first makes a demand on the other members in a member-managed limited liability company, or the managers of a manager-managed limited liability company, req…
Neb. Rev. Stat. § 21-166 Proper plaintiff.
0.4K chars
(RULLCA 903) (a) Except as otherwise provided in subsection (b) of this section, a derivative action under section 21-165 may be maintained only by a person that is a member at the time the action is commenced and remains a member while the action continues. (b) If the sole plain…
Neb. Rev. Stat. § 21-167 Complaint.
0.3K chars
(RULLCA 904) In a derivative action under section 21-165, the complaint must state with particularity: (1) the date and content of the plaintiff's demand and the response to the demand by the managers or other members; or (2) if a demand has not been made, the reasons a demand un…
Neb. Rev. Stat. § 21-168 Special litigation committee.
2.8K chars
(RULLCA 905) (a) If a limited liability company is named as or made a party in a derivative proceeding, the company may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests o…
Neb. Rev. Stat. § 21-169 Proceeds and expenses.
0.6K chars
(RULLCA 906) (a) Except as otherwise provided in subsection (b) of this section: (1) any proceeds or other benefits of a derivative action under section 21-165, whether by judgment, compromise, or settlement, belong to the limited liability company and not to the plaintiff; and (…
Neb. Rev. Stat. § 21-17,100 Investment of funds.
0.2K chars
The board of directors shall have charge of the investment of funds, except that the board may designate an investment committee or investment officer to make investments on its behalf under written investment policies established by the board.
Neb. Rev. Stat. § 21-17,101 Deposit of funds.
0.1K chars
The board of directors shall designate a depository or depositories for the funds of the credit union.
Neb. Rev. Stat. § 21-17,102 Authorized investments.
4.5K chars
(1) Funds not used in loans to members may be invested: (a) In securities, obligations, or other instruments of or issued by or fully guaranteed as to principal and interest by the United States of America or any agency or instrumentality thereof or in any trust or trusts establi…
Neb. Rev. Stat. § 21-17,103 Transfer to regular reserve account.
0.6K chars
(1) Immediately before the payment of each dividend, the gross earnings of the credit union shall be determined. From this amount there shall be set aside as a regular reserve account for contingencies an amount as set forth in 12 C.F.R. 702. (2) The director may at any time requ…
Neb. Rev. Stat. § 21-17,104 Allowance-for-loan-losses account.
0.4K chars
(1) A credit union shall establish an allowance-for-loan-losses account based upon reasonably foreseeable loan losses. (2) For purposes of calculating required transfers of income to the regular reserve account pursuant to sections 21-17,103 to 21-17,107, any balance in the allow…