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986 sections in this chapter.
Neb. Rev. Stat. § 21-2,182 Court costs and expenses.
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(MBCA 13.31) (a) The court in an appraisal proceeding commenced under section 21-2,181 shall determine all court costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the court costs against the co…
Neb. Rev. Stat. § 21-2,183 Other remedies limited.
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(MBCA 13.40) (a) The legality of a proposed or completed corporate action described in subsection (a) of section 21-2,172 may not be contested, nor may the corporate action be enjoined, set aside, or rescinded, in a legal or equitable proceeding by a shareholder after the shareho…
Neb. Rev. Stat. § 21-2,184 Dissolution by incorporators or initial directors.
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(MBCA 14.01) A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the Secretary of State for filing articles of dissolution that set forth: (1) The name of the …
Neb. Rev. Stat. § 21-2,185 Dissolution by board of directors and shareholders.
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(MBCA 14.02) (a) A corporation's board of directors may propose dissolution for submission to the shareholders. (b) For a proposal to dissolve to be adopted: (1) The board of directors must recommend dissolution to the shareholders unless (i) the board of directors determines tha…
Neb. Rev. Stat. § 21-2,186 Articles of dissolution.
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(MBCA 14.03) (a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the Secretary of State for filing articles of dissolution setting forth: (1) The name of the corporation; (2) The date dissolution was authorized; and (3) If dissolution wa…
Neb. Rev. Stat. § 21-2,187 Revocation of dissolution.
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(MBCA 14.04) (a) A corporation may revoke its dissolution within one hundred twenty days of 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 bo…
Neb. Rev. Stat. § 21-2,188 Effect of dissolution.
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(MBCA 14.05) (a) A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including: (1) Collecting its assets; (2) Disposing of its properties that will not be distribut…
Neb. Rev. Stat. § 21-2,189 Known claims against dissolved corporation.
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(MBCA 14.06) (a) A dissolved corporation may dispose of the known claims against it by notifying its known claimants in writing of the dissolution at any time after its effective date. (b) The written notice must: (1) Describe information that must be included in a claim; (2) Pro…
Neb. Rev. Stat. § 21-2,190 Other claims against dissolved corporation.
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(MBCA 14.07) (a) A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the dissolved corporation present them in accordance with the notice. (b) The notice must: (1) Be published one time in a newspaper of general circulat…
Neb. Rev. Stat. § 21-2,191 Court proceedings.
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(MBCA 14.08) (a) A dissolved corporation that has published a notice under section 21-2,190 may file an application with the district court of the county where the dissolved corporation's principal office, or, if none in this state, its registered office, is located for a determi…
Neb. Rev. Stat. § 21-2,192 Director duties.
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(MBCA 14.09) (a) Directors shall cause the dissolved corporation to discharge or make reasonable provision for the payment of claims and make distributions of assets to shareholders after payment or provision for claims. (b) Directors of a dissolved corporation which has disposed…
Neb. Rev. Stat. § 21-2,193 Grounds for administrative dissolution.
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(MBCA 14.20) The Secretary of State may commence a proceeding under section 21-2,194 to administratively dissolve a corporation if: (1) The corporation is without a registered agent or registered office in this state for sixty days or more; (2) The corporation does not notify the…
Neb. Rev. Stat. § 21-2,194 Procedure for and effect of administrative dissolution.
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(MBCA 14.21) (a) If the Secretary of State determines that one or more grounds exist under section 21-2,193 for dissolving a corporation, the Secretary of State shall serve the corporation with written notice of such determination under section 21-236. (b) If the corporation does…
Neb. Rev. Stat. § 21-2,195 Reinstatement following administrative dissolution.
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(MBCA 14.22) (a) A corporation administratively dissolved under section 21-2,194 may apply to the Secretary of State for reinstatement within five years after the effective date of dissolution. The application must: (1) Recite the name of the corporation and the effective date of…
Neb. Rev. Stat. § 21-2,196 Appeal from denial of reinstatement.
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(MBCA 14.23) (a) If the Secretary of State denies a corporation's application for reinstatement following administrative dissolution, the Secretary of State shall serve the corporation under section 21-236 with a written notice that explains the reason or reasons for denial. (b) …
Neb. Rev. Stat. § 21-2,197 Grounds for judicial dissolution.
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(MBCA 14.30) (a) Except as provided in subdivision (2)(ii) of this subsection, the 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; or (ii) The corpor…
Neb. Rev. Stat. § 21-2,198 Procedure for judicial dissolution.
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(MBCA 14.31) (a) Venue for a proceeding by the Attorney General to dissolve a corporation lies in the district court of Lancaster County. Venue for a proceeding brought by any other party named in subsection (a) of section 21-2,197 lies in the district court of the county where a…
Neb. Rev. Stat. § 21-2,199 Receivership or custodianship.
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(MBCA 14.32) (a) Unless an election to purchase has been filed under section 21-2,201, a court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the business and affairs of t…
Neb. Rev. Stat. § 21-2,200 Decree of dissolution.
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(MBCA 14.33) (a) If after a hearing the court determines that one or more grounds for judicial dissolution described in section 21-2,197 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall …
Neb. Rev. Stat. § 21-2,201 Election to purchase in lieu of dissolution.
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(MBCA 14.34) (a) In a proceeding under subdivision (a)(2) of section 21-2,197 to dissolve a corporation, the corporation may elect or, if it fails to elect, one or more shareholders may elect to purchase all shares owned by the petitioning shareholder at the fair value of the sha…
Neb. Rev. Stat. § 21-2,202 Deposit with State Treasurer.
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(MBCA 14.40) Assets of a dissolved corporation that should be transferred to a creditor, claimant, or shareholder of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash and deposited with the State Treasurer in accordance with the …
Neb. Rev. Stat. § 21-2,203 Authority to transact business required.
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(MBCA 15.01) (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 …
Neb. Rev. Stat. § 21-2,204 Consequences of transacting business without authority.
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(MBCA 15.02) (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 i…
Neb. Rev. Stat. § 21-2,205 Application for certificate of authority.
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(MBCA 15.03) (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 for filing. The application must set forth: (1) The name of the foreign corporation or, if its name is unavail…
Neb. Rev. Stat. § 21-2,206 Amended certificate of authority.
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(MBCA 15.04) (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…
Neb. Rev. Stat. § 21-2,207 Effect of certificate of authority.
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(MBCA 15.05) (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 Model Business Corporation Act. (b) A foreign …
Neb. Rev. Stat. § 21-2,208 Corporate name of foreign corporation.
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(MBCA 15.06) (a) If the corporate name of a foreign corporation does not satisfy the requirements of section 21-230, the foreign corporation to obtain or maintain a certificate of authority to transact business in this state: (1) May add to its corporate name for use in this stat…
Neb. Rev. Stat. § 21-2,209 Registered office and registered agent of foreign corporation.
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(MBCA 15.07) Each foreign corporation authorized to transact business in this state must continuously maintain in this state: (1) A registered office that may be the same as any of its places of business; and (2) A registered agent, who may be: (i) An individual who resides in th…
Neb. Rev. Stat. § 21-2,210 Change of registered office or registered agent of foreign corporation.
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(MBCA 15.08) (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 …
Neb. Rev. Stat. § 21-2,211 Resignation of registered agent of foreign corporation.
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(MBCA 15.09) (a) The registered agent of a foreign corporation may resign the agency appointment by signing and delivering to the Secretary of State for filing the signed original and two exact or conformed copies of a statement of resignation. The statement of resignation may in…
Neb. Rev. Stat. § 21-2,212 Service on foreign corporation.
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(MBCA 15.10) (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. By being authorized to transact …
Neb. Rev. Stat. § 21-2,213 Withdrawal of foreign corporation.
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(MBCA 15.20) (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 …
Neb. Rev. Stat. § 21-2,214 Automatic withdrawal upon certain conversions.
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(MBCA 15.21) A foreign corporation authorized to transact business in this state that converts to a domestic nonprofit corporation or any form of domestic filing entity shall be deemed to have withdrawn on the effective date of the conversion.
Neb. Rev. Stat. § 21-2,215 Withdrawal upon conversion to a nonfiling entity.
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(MBCA 15.22) (a) A foreign corporation authorized to transact business in this state that converts to a domestic or foreign nonfiling entity shall apply for a certificate of withdrawal by delivering an application to the Secretary of State for filing. The application must set for…
Neb. Rev. Stat. § 21-2,216 Transfer of authority.
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(MBCA 15.23) (a) A foreign business corporation authorized to transact business in this state that converts to a foreign nonprofit corporation or to any form of foreign unincorporated entity that is required to obtain a certificate of authority or make a similar type of filing wi…
Neb. Rev. Stat. § 21-2,217 Grounds for revocation.
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(MBCA 15.30) The Secretary of State may commence a proceeding under section 21-2,218 to administratively revoke the certificate of authority of a foreign corporation authorized to transact business in this state if: (1) The foreign corporation is without a registered agent or reg…
Neb. Rev. Stat. § 21-2,218 Procedure for and effect of revocation.
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(MBCA 15.31) (a) If the Secretary of State determines that one or more grounds exist under section 21-2,217 for revocation of a certificate of authority, the Secretary of State shall serve the foreign corporation with written notice of such determination under section 21-2,212. (…
Neb. Rev. Stat. § 21-2,219 Foreign corporation; reinstatement.
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(a) A foreign corporation, the certificate of authority of which has been administratively revoked under section 21-2,218, 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…
Neb. Rev. Stat. § 21-2,220 Appeal from revocation.
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(MBCA 15.32) (a) If the Secretary of State denies a foreign corporation's application for reinstatement following administrative revocation of its certificate of authority under section 21-2,218, he or she shall serve the foreign corporation under section 21-2,212 with a written …
Neb. Rev. Stat. § 21-2,220.01 Foreign corporation; domestication; procedure.
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In lieu of compliance with section 21-2,203, 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 Secretary…
Neb. Rev. Stat. § 21-2,220.02 Foreign corporation; cessation of domestication.
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Any foreign corporation which has domesticated pursuant to section 21-2,220.01 may cease to be a foreign 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 …
Neb. Rev. Stat. § 21-2,220.03 Foreign corporation; surrender of foreign charter; effect.
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If a foreign corporation which has domesticated pursuant to section 21-2,220.01 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 21-219, 21-220, and 21-2,22…
Neb. Rev. Stat. § 21-2,220.04 Foreign corporation; domesticated under prior law; status.
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Any corporation organized under the laws of any other state which had become, prior to January 1, 2017, a body corporate of this state as a foreign domesticated corporation, shall retain such status for all purposes.
Neb. Rev. Stat. § 21-2,221 Corporate records.
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(MBCA 16.01) (a) A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken by a committee of the bo…
Neb. Rev. Stat. § 21-2,222 Inspection of records by shareholders.
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(MBCA 16.02) (a) A shareholder of a corporation is entitled to inspect and copy, during regular business hours at the corporation's principal office, any of the records of the corporation described in subsection (e) of section 21-2,221 if the shareholder gives the corporation a s…
Neb. Rev. Stat. § 21-2,223 Scope of inspection right.
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(MBCA 16.03) (a) A shareholder's agent or attorney has the same inspection and copying rights as the shareholder represented. (b) The right to copy records under section 21-2,222 includes, if reasonable, the right to receive copies by xerographic or other means, including copies …
Neb. Rev. Stat. § 21-2,224 Court-ordered inspection.
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(MBCA 16.04) (a) If a corporation does not allow a shareholder who complies with subsection (a) of section 21-2,222 to inspect and copy any records required by that subsection to be available for inspection, the district court of the county where the corporation's principal offic…
Neb. Rev. Stat. § 21-2,225 Inspection of records by directors.
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(MBCA 16.05) (a) A director of a corporation is entitled to inspect and copy the books, records, and documents of the corporation at any reasonable time to the extent reasonably related to the performance of the director's duties as a director, including duties as a member of a c…
Neb. Rev. Stat. § 21-2,226 Exception to notice requirements.
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(MBCA 16.06) (a) Whenever notice would otherwise be required to be given under any provision of the Nebraska Model Business Corporation Act to a shareholder, such notice need not be given if: (1) Notices to shareholders of two consecutive annual meetings and all notices of meetin…
Neb. Rev. Stat. § 21-2,227 Financial statements for shareholders.
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(MBCA 16.20) (a) A corporation shall deliver to its shareholders annual financial statements, which may be consolidated or combined statements of the corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an…