Chapter 21 — CORPORATIONS AND OTHER COMPANIES
1,159 sections in this chapter.
Neb. Rev. Stat. § 21-221 Incorporation.
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(MBCA 2.03) (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 prec…
Neb. Rev. Stat. § 21-2210 Professional relationship and liabilities.
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Nothing contained in sections 21-2201 to 21-2222 shall be interpreted to abolish, repeal, modify, restrict or limit the law now in effect in this state applicable to the professional relationship and liabilities between the person furnishing the professional services and the pers…
Neb. Rev. Stat. § 21-2211 Regulating board; powers.
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Nothing in sections 21-2201 to 21-2222 shall restrict or limit in any manner the authority and duty of a regulating board in registering individuals licensed to perform professional services or the practice of the profession which is within the jurisdiction of such board, notwith…
Neb. Rev. Stat. § 21-2212 Death or disqualification of shareholder; purchase or redemption of shares; death or disqualification of last remaining shareholder; powers of successor in interest.
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(1) The articles of incorporation or the bylaws of the professional corporation shall provide for the purchase or redemption of the shares of any shareholder upon his or her death or disqualification to render the professional services of the professional corporation within this …
Neb. Rev. Stat. § 21-2213 Officer, shareholder, agent, or employee; legally disqualified; effect.
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If any officer, shareholder, agent, or employee of a corporation organized under sections 21-2201 to 21-2222 who has been rendering professional service to the public becomes legally disqualified to render such professional service within this state, or accepts employment that, p…
Neb. Rev. Stat. § 21-2214 Secretary of State; names of corporations; certify to Attorney General; legally disqualified officer, shareholder, agent, or employee; action for dissolution.
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The Secretary of State shall certify to the Attorney General, from time to time, the names of all corporations organized pursuant to the provisions of sections 21-2201 to 21-2222 which have failed to comply with the provisions of section 21-2213. Whenever the Secretary of State s…
Neb. Rev. Stat. § 21-2215 Involuntary dissolution; procedure.
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Every action for the involuntary dissolution of a corporation failing to comply with the provisions of section 21-2213 shall be commenced by the Attorney General either in the district court of the county in which the registered office of the corporation is situated or in the dis…
Neb. Rev. Stat. § 21-2216 Regulating board; certificate of registration; contents; filing; fee; display; electronic access; Secretary of State; duty; corporate suspension or dissolution; when.
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(1) No corporation shall open, operate, or maintain an establishment or do business for any purposes set forth in the Nebraska Professional Corporation Act without (a) filing with the Secretary of State a certificate of registration from the regulating board of the particular pro…
Neb. Rev. Stat. § 21-2217 Registration certificate; term; filing; failure to file; effect; not transferable.
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Each registration certificate issued to each applicant shall expire by its own terms one year from the date of issuance and may not be renewed. Each professional corporation must annually apply to its regulating board for a registration certificate in the manner provided in secti…
Neb. Rev. Stat. § 21-2218 Regulating board; certificate of registration; revoke or suspend; procedure.
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The regulating board may, upon a form prescribed by it, suspend or revoke any certificate of registration of any professional corporation, upon the revocation or suspension of the license to render professional service of any officer, director, shareholder, or professional employ…
Neb. Rev. Stat. § 21-2219 Merger or consolidation.
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A professional corporation organized under the provisions of the Nebraska Professional Corporation Act may consolidate or merge with another domestic professional corporation organized under the act to render the same professional service or a foreign professional corporation adm…
Neb. Rev. Stat. § 21-222 Liability for preincorporation transactions.
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(MBCA 2.04) All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under the Nebraska Model Business Corporation Act, are jointly and severally liable for all liabilities created while so acting.
Neb. Rev. Stat. § 21-2220 Sections; attorneys at law; applicability.
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The provisions of sections 21-2201 to 21-2222 shall be applicable to attorneys at law only to the extent and under such terms and conditions as the Supreme Court of the State of Nebraska shall determine to be necessary and appropriate. Articles of incorporation of professional co…
Neb. Rev. Stat. § 21-2221 Sections; when not applicable.
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Sections 21-2201 to 21-2222 shall not apply to any individual or group of individuals within this state who prior to December 25, 1969, were permitted to organize a corporation and perform personal services to the public by the means of a corporation, and sections 21-2201 to 21-2…
Neb. Rev. Stat. § 21-2222 Rights of natural persons.
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Nothing contained in the Nebraska Professional Corporation Act is intended to alter the right of natural persons licensed to provide professional service to organize as a partnership, a limited liability company, an unincorporated association, a business trust, or any other lawfu…
Neb. Rev. Stat. § 21-2223 Designated broker; professional corporation.
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A designated broker as defined in section 81-885.01 may be organized as a professional corporation under the Nebraska Professional Corporation Act.
Neb. Rev. Stat. § 21-223 Organization of corporation.
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(MBCA 2.05) (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…
Neb. Rev. Stat. § 21-224 Bylaws.
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(MBCA 2.06) (a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation. (b) The bylaws of a corporation may contain any provision that is not inconsistent with law or the articles of incorporation. (c) The bylaws may contain one or…
Neb. Rev. Stat. § 21-225 Emergency bylaws.
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(MBCA 2.07) (a) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt 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 s…
Neb. Rev. Stat. § 21-226 Purposes.
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(MBCA 3.01) (a) Every corporation incorporated under the Nebraska Model Business Corporation Act has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the articles of incorporation. (b) A corporation engaging in a business that is subjec…
Neb. Rev. Stat. § 21-227 General powers.
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(MBCA 3.02) 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 business and affairs, including wit…
Neb. Rev. Stat. § 21-228 Emergency powers.
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(MBCA 3.03) (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 princi…
Neb. Rev. Stat. § 21-229 Ultra vires.
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(MBCA 3.04) (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: (1) In a proceeding by a shareholder a…
Neb. Rev. Stat. § 21-230 Corporate name.
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(MBCA 4.01) (a) A corporate name: (1) Must contain the word corporation, incorporated, company, or limited, or the abbreviation corp., inc., co., or ltd., or words or abbreviations of like import in another language, except that a corporation organized to conduct a banking busine…
Neb. Rev. Stat. § 21-2301 Terms, defined.
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For purposes of the Nebraska Industrial Development Corporation Act, unless the context otherwise requires: (1) Corporation means any corporation organized pursuant to the act; (2) Local political subdivision means any county or any city of the metropolitan class; and (3) Project…
Neb. Rev. Stat. § 21-2302 Legislative intent.
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It is the intent of the Legislature to authorize the incorporation in any local political subdivision in this state of public corporations to acquire, enlarge, improve, expand, own, lease, and dispose of properties to the end that such corporations may be able to promote industry…
Neb. Rev. Stat. § 21-2303 Incorporation; procedure; application; approval.
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Whenever any number of natural persons, not less than three, each of whom shall be a duly qualified elector of and taxpayer in the local political subdivision, file with the governing body of any local political subdivision an application in writing seeking permission to apply fo…
Neb. Rev. Stat. § 21-2304 Articles of incorporation; contents.
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The articles of incorporation shall set forth: (1) The names and residences of the applicants together with a recital that each of them is an elector of and taxpayer in the local political subdivision, (2) the name of the corporation, (3) a recital that permission to organize the…
Neb. Rev. Stat. § 21-2305 Articles of incorporation; filing.
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When executed and notarized under section 21-2304, the articles of incorporation shall be filed with the Secretary of State. The Secretary of State shall examine the articles of incorporation and, if he or she finds (1) that the recitals contained in the articles of incorporation…
Neb. Rev. Stat. § 21-2306 Articles of incorporation; amendment; procedure.
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The articles of incorporation may at any time be amended to make any changes or add any provisions which might have been included in the first instance. To amend the articles of incorporation, the members of the board of directors of the corporation shall file with the governing …
Neb. Rev. Stat. § 21-2307 Board of directors; qualifications; expenses; public meetings.
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The corporation shall have a board of directors in which all powers of the corporation shall be vested and which shall consist of any number of directors, not less than three, all of whom shall be duly qualified electors of and taxpayers in the local political subdivision. The di…
Neb. Rev. Stat. § 21-2308 Corporate powers.
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(1) The corporation shall have the following powers together with all powers incidental or necessary for the performance of its duties under the Nebraska Industrial Development Corporation Act: (a) To have succession by its corporate name for the period specified in the articles …
Neb. Rev. Stat. § 21-2309 Corporate bonds; payment.
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All bonds issued by the corporation shall be payable solely out of the revenue and receipts derived from the leasing or sale by the corporation of its projects or of any thereof as may be designated in the proceedings of the board of directors under which the bonds shall be autho…
Reserved name.
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(MBCA 4.02) (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. The application must set forth the name and …
Neb. Rev. Stat. § 21-2310 Bonds; security.
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The principal of and interest on bonds issued by the corporation shall be secured by a pledge of the revenue and receipts out of which the principal of and interest on the bonds is payable, and may be secured by a mortgage or deed of trust covering all or any part of the projects…
Neb. Rev. Stat. § 21-2311 Corporation; property; bonds; exempt from taxation.
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The corporation and all properties at any time owned by it and only while owned by it and the income from the properties, and all bonds issued by it and the income from the bonds, shall be exempt from taxation in the State of Nebraska.
Neb. Rev. Stat. § 21-2312 Local political subdivision; liability; exempt.
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The local political subdivision shall not be liable for the payment of the principal of or interest on any bonds of the corporation or for the performance of any pledge, mortgage, obligation, or agreement of any kind undertaken by the corporation, and none of the bonds of the cor…
Neb. Rev. Stat. § 21-2313 Corporation; nonprofit.
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The corporation shall be a nonprofit corporation and no part of its net earnings remaining after payment of its expenses shall inure to the benefit of any individual, firm, or corporation, except that in the event the board of directors determines that sufficient provision has be…
Neb. Rev. Stat. § 21-2314 Corporation; dissolution; effect.
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Whenever the board of directors by resolution determines that the purposes for which the corporation was formed have been substantially complied with and all bonds issued and all obligations incurred by the corporation have been fully paid, the board of directors shall execute an…
Neb. Rev. Stat. § 21-2315 Corporation; documents; filing without payment of fees or taxes.
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The articles of incorporation, any deeds or other documents conveying properties to the corporation, any mortgages or deeds of trust executed by the corporation, any leases made by the corporation, and the certificate of dissolution of the corporation may all be filed for record …
Neb. Rev. Stat. § 21-2316 Act; how construed.
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The Nebraska Industrial Development Corporation Act shall not be construed as a restriction or limitation upon powers which the corporation might otherwise have under any laws of this state, but shall be construed as cumulative of any such powers. No proceedings, notice, or appro…
Neb. Rev. Stat. § 21-2317 Corporation incorporated under Nebraska Nonprofit Corporation Act; validated.
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In all cases when there has been an attempt to incorporate a local political subdivision industrial development corporation under the provisions of the Nebraska Nonprofit Corporation Act, and articles of incorporation have been duly recorded and filed containing provisions substa…
Neb. Rev. Stat. § 21-2318 Act, how cited.
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Sections 21-2301 to 21-2318 shall be known and may be cited as the Nebraska Industrial Development Corporation Act.
Neb. Rev. Stat. § 21-232 Registered name.
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(MBCA 4.03) (a) A foreign corporation may register its corporate name, or its corporate name with any addition required by section 21-2,208, if the name is not the same as or deceptively similar to, upon the records of the Secretary of State, the corporate names that are not avai…
Neb. Rev. Stat. § 21-233 Registered office and registered agent.
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(MBCA 5.01) Each corporation 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 this state and whose business office is identical with th…
Neb. Rev. Stat. § 21-234 Change of registered office or registered agent.
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(MBCA 5.02) (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 curren…
Neb. Rev. Stat. § 21-235 Resignation of registered agent.
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(MBCA 5.03) (a) A registered agent may resign the agent's 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 may include a statement that the registered offi…
Neb. Rev. Stat. § 21-236 Service on corporation.
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(MBCA 5.04) (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 serve…
Neb. Rev. Stat. § 21-237 Authorized shares.
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(MBCA 6.01) (a) The articles of incorporation must set forth any classes of shares and series of shares within a class, and the number of shares of each class and series, that the corporation is authorized to issue. If more than one class or series of shares is authorized, the ar…
Neb. Rev. Stat. § 21-238 Terms of class or series determined by board of directors.
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(MBCA 6.02) (a) If the articles of incorporation so provide, the board of directors is authorized, without shareholder approval, to: (1) Classify any unissued shares into one or more classes or into one or more series within a class; (2) Reclassify any unissued shares of any clas…