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986 sections in this chapter.
Neb. Rev. Stat. § 21-2,228 Biennial report for Secretary of State.
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(MBCA 16.21) Each domestic corporation and each foreign corporation authorized to transact business in this state shall deliver to the Secretary of State for filing a biennial report as required under section 21-301 or 21-304.
Neb. Rev. Stat. § 21-2,229 Notice of incorporation, amendment, merger, or share exchange; notice of dissolution.
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(a) Notice of incorporation, amendment, merger, or share exchange of a domestic corporation shall be published for three successive weeks in some legal newspaper of general circulation in the county where the corporation's principal office, or, if none in this state, its register…
Neb. Rev. Stat. § 21-2,230 Application to existing domestic corporations.
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(MBCA 17.01) The Nebraska Model Business Corporation Act applies to all domestic corporations in existence on January 1, 2017, that were incorporated under any general statute of this state providing for incorporation of corporations for profit if power to amend or repeal the sta…
Neb. Rev. Stat. § 21-2,231 Application to qualified foreign corporations.
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(MBCA 17.02) A foreign corporation authorized to transact business in this state on January 1, 2017, is subject to the Nebraska Model Business Corporation Act but is not required to obtain a new certificate of authority to transact business under the act.
Neb. Rev. Stat. § 21-2,232 Saving provisions.
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(MBCA 17.03) (a) Except as provided in subsection (b) of this section, the repeal of a statute by Laws 2014, LB749, does not affect: (1) The operation of the statute or any action taken under it before its repeal; (2) Any ratification, right, remedy, privilege, obligation, or lia…
Neb. Rev. Stat. § 21-201 Short title.
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(MBCA 1.01) Sections 21-201 to 21-2,232 shall be known and may be cited as the Nebraska Model Business Corporation Act.
Neb. Rev. Stat. § 21-202 Reservation of power to amend or repeal.
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(MBCA 1.02) The Legislature has power to amend or repeal all or part of the Nebraska Model Business Corporation Act at any time and all domestic and foreign corporations subject to the act are governed by the amendment or repeal.
Neb. Rev. Stat. § 21-203 Requirements for documents; extrinsic facts.
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(MBCA 1.20) (a) A document must satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled to filing by the Secretary of State. (b) The Nebraska Model Business Corporation Act must require or permit filing the docu…
Neb. Rev. Stat. § 21-204 Forms.
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(MBCA 1.21) (a) The Secretary of State may prescribe and furnish on request forms for (1) an application for a certificate of existence, (2) a foreign corporation's application for a certificate of authority to transact business in this state, and (3) a foreign corporation's appl…
Neb. Rev. Stat. § 21-205 Filing, service, and copying fees.
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(MBCA 1.22) (a) The Secretary of State shall collect the following fees when the documents described in this subsection are delivered to the Secretary of State for filing: (1) Articles of incorporation, articles of domestication, or articles of domestication and conversion: (i) I…
Neb. Rev. Stat. § 21-206 Effective time and date of document.
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(MBCA 1.23) (a) Except as provided in subsection (b) of this section and subsection (c) of section 21-207, a document accepted for filing is effective: (1) At the date and time of filing, as evidenced by such means as the Secretary of State may use for the purpose of recording th…
Neb. Rev. Stat. § 21-207 Correcting filed document.
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(MBCA 1.24) (a) A domestic or foreign corporation may correct a document filed with the Secretary of State if (1) the document contains an inaccuracy, or (2) the document was defectively signed, attested, sealed, verified, or acknowledged, or (3) the electronic transmission was d…
Neb. Rev. Stat. § 21-208 Filing duty of Secretary of State.
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(MBCA 1.25) (a) If a document delivered to the office of the Secretary of State for filing satisfies the requirements of section 21-203, the Secretary of State shall file it. (b) The Secretary of State files a document by recording it as filed on the date and at the time of recei…
Neb. Rev. Stat. § 21-209 Appeal from Secretary of State's refusal to file document.
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(MBCA 1.26) (a) If the Secretary of State refuses to file a document delivered for filing, the domestic or foreign corporation may appeal the refusal within thirty days after the return of the document to the district court of Lancaster County. The appeal is commenced by petition…
Neb. Rev. Stat. § 21-210 Evidentiary effect of copy of filed document.
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(MBCA 1.27) A certificate from the Secretary of State delivered with a copy of a document filed by the Secretary of State, is conclusive evidence that the original document is on file with the Secretary of State.
Neb. Rev. Stat. § 21-2101 Act, how cited.
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Sections 21-2101 to 21-2117 shall be known and may be cited as the Nebraska Business Development Corporation Act.
Neb. Rev. Stat. § 21-2102 Terms, defined.
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For purposes of the Nebraska Business Development Corporation Act, unless the context otherwise requires: (1) Development corporation or corporation shall mean any corporation organized pursuant to the act for the purpose of developing business, industry, and enterprise in the St…
Neb. Rev. Stat. § 21-2103 Business development corporations; incorporation.
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One or more business development corporations may be incorporated in this state pursuant to the Nebraska Model Business Corporation Act not in conflict with or inconsistent with the provisions of the Nebraska Business Development Corporation Act.
Neb. Rev. Stat. § 21-2104 Business development corporation; purposes.
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The purposes of a business development corporation shall be only: (1) To promote, stimulate, develop, and advance the business prosperity and economic welfare of the State of Nebraska and its citizens; (2) to encourage and assist through loans, investments, or other business tran…
Neb. Rev. Stat. § 21-2105 Powers.
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(1) A development corporation shall have all the powers granted to corporations organized under the Nebraska Model Business Corporation Act, except that it shall not give security for any loan made to it by members unless all loans to it by members are secured ratably in proporti…
Neb. Rev. Stat. § 21-2106 Name.
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Every corporation created under the provisions of sections 21-2101 to 21-2117 shall have as a part of its corporate name or title the words business development.
Neb. Rev. Stat. § 21-2107 Offices; location.
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A development corporation may maintain an office or offices in such place or places within the State of Nebraska as may be fixed by the board of directors.
Neb. Rev. Stat. § 21-2108 Shares; acquire, sell, assign, or mortgage.
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Notwithstanding any other provisions of law, any person, partnership, limited liability company, or corporation may acquire, hold, sell, assign, transfer, mortgage, pledge, or otherwise dispose of the shares of capital stock of a development corporation created under the Nebraska…
Neb. Rev. Stat. § 21-2109 Membership; investment.
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(1) Notwithstanding any other provision of law, any financial institution is authorized to become a member of and to invest in a development corporation by making application to the board of directors on such form and in such manner as the board of directors may require, and memb…
Neb. Rev. Stat. § 21-211 Certificate of existence.
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(MBCA 1.28) (a) Anyone may apply to the Secretary of State to furnish a certificate of existence for a domestic corporation or a certificate of authorization for a foreign corporation. (b) A certificate of existence or authorization sets forth: (1) The domestic corporation's corp…
Neb. Rev. Stat. § 21-2110 Shares; par value; authorized capital.
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(1) Each share of stock of the corporation shall have a par value of not less than ten dollars per share, as fixed by its articles of incorporation, and shall be issued only for lawful money of the United States. At least two hundred thousand dollars shall be paid into the treasu…
Neb. Rev. Stat. § 21-2111 Board of directors; election; vacancy.
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The business and affairs of the corporation shall be conducted by a board of directors. The number of directors shall at all times be a multiple of three. Two-thirds of the directors shall be elected by the members and one-third shall be elected by the shareholders. Any vacancy i…
Neb. Rev. Stat. § 21-2112 Articles of incorporation; amendment.
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No amendment to the articles of incorporation shall be made which increases the obligation of a member to make loans to the corporation or which makes any change in a principal amount, interest rate, maturity date, or in the security or credit position of any outstanding loan mad…
Neb. Rev. Stat. § 21-2113 Reserves; amount.
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Each year the corporation shall set apart, as a reserve against losses and contingencies, not less than ten percent of its net earnings for the preceding fiscal year until such reserve shall be equal in value to one-half of the amount paid in on the capital stock then outstanding…
Neb. Rev. Stat. § 21-2114 Funds; deposit.
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No corporation organized under the provisions of sections 21-2101 to 21-2117 shall at any time be authorized to receive money on deposit. The corporation shall not deposit any of its funds in any banking institution unless such institution has been designated as a depository by a…
Neb. Rev. Stat. § 21-2115 Books and records.
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A corporation shall keep, in addition to the books and records required by the Nebraska Model Business Corporation Act, a record showing the names and addresses of all members of the corporation and the current status of loans made by each to the corporation. Members shall have t…
Neb. Rev. Stat. § 21-2116 Shares; exempt from registration.
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The shares of capital stock of the corporation and the documents representing the indebtedness of the corporation to its members, and any offering of the above, shall be exempt from registration under the Securities Act of Nebraska. A corporation making any such offering, and the…
Neb. Rev. Stat. § 21-2117 Credit of state not pledged.
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Under no circumstances is the credit of the State of Nebraska, or any political subdivision thereof, pledged by the provisions of sections 21-2101 to 21-2117.
Neb. Rev. Stat. § 21-212 Penalty for signing false document.
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(MBCA 1.29) (a) A person commits an offense by signing a document that the person knows is false in any material respect with intent that the document be delivered to the Secretary of State for filing. (b) An offense under this section is a Class I misdemeanor.
Neb. Rev. Stat. § 21-213 Powers.
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(MBCA 1.30) The Secretary of State has the power reasonably necessary to perform the duties required of the Secretary of State by the Nebraska Model Business Corporation Act.
Neb. Rev. Stat. § 21-214 Act definitions.
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(MBCA 1.40) In the Nebraska Model Business Corporation Act: (1) Articles of incorporation means the original articles of incorporation, all amendments thereof, and any other documents permitted or required to be filed by a domestic business corporation with the Secretary of State…
Neb. Rev. Stat. § 21-215 Notices and other communications.
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(MBCA 1.41) (a) Notice under the Nebraska Model Business Corporation Act must be in writing unless oral notice is reasonable in the circumstances. Unless otherwise agreed between the sender and the recipient, words in a notice or other communication under the act must be in Engli…
Neb. Rev. Stat. § 21-216 Number of shareholders.
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(MBCA 1.42) (a) For purposes of the Nebraska Model Business Corporation Act, the following identified as a shareholder in a corporation's current record of shareholders constitutes one shareholder: (1) Three or fewer co-owners; (2) A corporation, partnership, limited liability co…
Neb. Rev. Stat. § 21-217 Qualified director.
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(MBCA 1.43) (a) A qualified director is a director who, at the time action is to be taken under: (1) Section 21-279, does not have (i) a material interest in the outcome of the proceeding or (ii) a material relationship with a person who has such an interest; (2) Section 21-2,113…
Neb. Rev. Stat. § 21-218 Householding.
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(MBCA 1.44) (a) A corporation has delivered written notice or any other report or statement under the Nebraska Model Business Corporation Act, the articles of incorporation, or the bylaws to all shareholders who share a common address if: (1) The corporation delivers one copy of …
Neb. Rev. Stat. § 21-218.01 Definitions.
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(MBCA 1.45) In sections 21-218.01 to 21-218.08: (1) Corporate action means any action taken by or on behalf of the corporation, including any action taken by the incorporator, the board of directors, a committee of the board of directors, an officer or agent of the corporation, o…
Neb. Rev. Stat. § 21-218.02 Defective corporate actions.
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(MBCA 1.46) (a) A defective corporate action shall not be void or voidable if ratified in accordance with section 21-218.03 or validated in accordance with section 21-218.08. (b) Ratification under section 21-218.03 or validation under section 21-218.08 shall not be deemed to be …
Neb. Rev. Stat. § 21-218.03 Ratification of defective corporate actions.
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(MBCA 1.47) (a) To ratify a defective corporate action under this section, other than the ratification of an election of the initial board of directors under subsection (b) of this section, the board of directors shall take action ratifying the action in accordance with section 2…
Neb. Rev. Stat. § 21-218.04 Action on ratification.
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(MBCA 1.48) (a) The quorum and voting requirements applicable to a ratifying action by the board of directors under subsection (a) of section 21-218.03 shall be the quorum and voting requirements applicable to the corporate action proposed to be ratified at the time such ratifyin…
Neb. Rev. Stat. § 21-218.05 Notice requirements.
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(MBCA 1.49) (a) Unless shareholder approval is required under subsection (c) of section 21-218.03, prompt notice of an action taken under section 21-218.03 shall be given to each holder of valid and putative shares, regardless of whether entitled to vote, as of (i) the date of su…
Neb. Rev. Stat. § 21-218.06 Effect of ratification.
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(MBCA 1.50) From and after the validation effective time, and without regard to the one-hundred-twenty-day period during which a claim may be brought under section 21-218.08: (a) Each defective corporate action ratified in accordance with section 21-218.03 shall not be void or vo…
Neb. Rev. Stat. § 21-218.07 Filings.
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(MBCA 1.51) (a) If the defective corporate action ratified under sections 21-218.01 to 21-218.08 would have required under any other section of the Nebraska Model Business Corporation Act a filing in accordance with the act, then, regardless of whether a filing was previously mad…
Neb. Rev. Stat. § 21-218.08 Judicial proceedings regarding validity of corporate actions.
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(MBCA 1.52) (a) Upon application by the corporation, any successor entity to the corporation, a director of the corporation, any shareholder, beneficial shareholder, or unrestricted voting trust beneficial owner of the corporation, including any such shareholder, beneficial share…
Neb. Rev. Stat. § 21-219 Incorporators.
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(MBCA 2.01) 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. § 21-220 Articles of incorporation.
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(MBCA 2.02) (a) The articles of incorporation must set forth: (1) A corporate name for the corporation that satisfies the requirements of section 21-230; (2) The number of shares the corporation is authorized to issue and, if such shares are to consist of one class only, the par …