Chapter 21 — CORPORATIONS AND OTHER COMPANIES
1,159 sections in this chapter.
Repealed. Laws 1969, c. 124, § 11.
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[Repealed or reserved.]
Repealed. Laws 1969, c. 124, § 11.
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[Repealed or reserved.]
Repealed. Laws 1967, c. 101, § 14.
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[Repealed or reserved.]
Neb. Rev. Stat. § 21-311 Occupation taxes; disposition; monthly report of Secretary of State.
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The Secretary of State shall make a report monthly to the Tax Commissioner of the occupation taxes collected under sections 21-301 to 21-330 and remit them to the State Treasurer for credit to the General Fund. The report shall include the amount of any refunds paid out under sec…
Neb. Rev. Stat. § 21-312 Occupation taxes; lien; notice; lien subject to prior liens.
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The occupation taxes required to be paid by sections 21-301 to 21-330 shall be the first and best lien on all property of the corporation whether such real or personal property is employed by the corporation in the prosecution of its business or is in the hands of an assignee, tr…
Neb. Rev. Stat. § 21-313 Domestic corporation; foreign corporation; failure to file report or pay occupation tax; effect.
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(1) If a domestic corporation required to deliver the biennial report and pay the occupation tax prescribed in sections 21-301 to 21-330 fails or neglects to deliver such report or pay such occupation tax by April 15 of each even-numbered year, such corporation shall be administr…
Neb. Rev. Stat. § 21-314 Occupation taxes; how collected; credited to General Fund.
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Occupation tax or taxes to be paid as provided in sections 21-301 to 21-330 may be recovered by an action in the name of the state and on collection shall be remitted to the State Treasurer for credit to the General Fund.
Neb. Rev. Stat. § 21-315 Occupation taxes; collection; venue of action.
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The Attorney General, on request of the Secretary of State, shall institute such action to recover occupation taxes in the district court of Lancaster County or any other county in the state in which such corporation has an office or place of business.
Repealed. Laws 1971, LB 485, § 2.
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[Repealed or reserved.]
Repealed. Laws 2014, LB749, § 298; Laws 2015, LB157, § 10.
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[Repealed or reserved.]
Neb. Rev. Stat. § 21-318 List of corporations; duty of Secretary of State.
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It shall be the duty of the Secretary of State to prepare and keep a correct list of all corporations subject to sections 21-301 to 21-330 and engaged in business within this state. For the purpose of obtaining the necessary information, the Secretary of State, or other person de…
Neb. Rev. Stat. § 21-319 Investigation by Secretary of State for collection purposes; duty of county clerk.
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Any county clerk shall, upon request of the Secretary of State, furnish him or her with such information as is shown by the records of his or her office concerning corporations located within his or her county and subject to sections 21-301 to 21-330. The Secretary of State, or a…
Repealed. Laws 1969, c. 124, § 11.
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[Repealed or reserved.]
Neb. Rev. Stat. § 21-321 Reports and fees; exemptions.
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All banking, insurance, and building and loan association corporations paying fees and making reports to the Director of Insurance or the Director of Banking and Finance and all other corporations paying an occupation tax to the state under any other statutory provisions than tho…
Neb. Rev. Stat. § 21-322 Dissolution; certificate required; filing; fees.
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In case of dissolution of a corporation by action of a competent court, or the winding up of a corporation, either foreign or domestic, by proceedings in assignment or bankruptcy, a certificate shall be signed by the clerk of the court in which such proceedings were had and filed…
Neb. Rev. Stat. § 21-323 Domestic corporations; reports and taxes; notice; failure to pay; administrative dissolution; lien; priority.
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(1) Prior to January 1 of each even-numbered year, the Secretary of State shall cause to be mailed by first-class mail to the last-named and appointed registered agent at the last-named street address of the registered office of each domestic corporation subject to sections 21-30…
Neb. Rev. Stat. § 21-323.01 Domestic corporation administratively dissolved; reinstatement; application; procedure; payment required.
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(1)(a) Until January 1, 2017, the provisions of this subsection apply. A corporation automatically dissolved under section 21-323 may apply to the Secretary of State for reinstatement within five years after the effective date of its automatic dissolution. The application shall: …
Neb. Rev. Stat. § 21-323.02 Domestic corporation administratively dissolved; denial of reinstatement; appeal.
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(1) If the Secretary of State denies a corporation's application for reinstatement following administrative dissolution under section 21-323, he or she shall serve the corporation under section 21-236 with a written notice that explains the reason or reasons for denial. (2) The c…
Repealed. Laws 1967, c. 101, § 14.
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[Repealed or reserved.]
Neb. Rev. Stat. § 21-325 Foreign corporations; reports and taxes; notice; failure to pay; authority to transact business revoked; lien; priority.
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(1) Prior to January 1 of each even-numbered year, the Secretary of State shall cause to be mailed by first-class mail to the last-known address of each foreign corporation subject to sections 21-301 to 21-330 a notice stating that on or before March 1 of each even-numbered year …
Neb. Rev. Stat. § 21-325.01 Foreign corporation authority to transact business revoked; reinstatement; procedure.
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(1)(a) Until January 1, 2017, the provisions of this subsection apply. A foreign corporation, the certificate of authority of which has been revoked under section 21-325, may apply to the Secretary of State for reinstatement within five years after the effective date of the revoc…
Neb. Rev. Stat. § 21-325.02 Foreign corporation authority to transact business; reinstatement denied; appeal.
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(1) If the Secretary of State denies a foreign corporation's application for reinstatement following administrative revocation of its certificate of authority under section 21-325, he or she shall serve the foreign corporation under section 21-2,212 with a written notice that exp…
Repealed. Laws 1967, c. 101, § 14.
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[Repealed or reserved.]
Repealed. Laws 1967, c. 101, § 14
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[Repealed or reserved.]
Neb. Rev. Stat. § 21-328 Occupation tax; refund; procedure; appeal.
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Any corporation paying the occupation tax imposed by section 21-303 or 21-306 may claim a refund if the payment of such occupation tax was invalid for any reason. The corporation shall file a written claim and any evidence supporting the claim within two years after payment of su…
Neb. Rev. Stat. § 21-329 Paid-up capital stock, defined.
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For purposes of sections 21-301 to 21-330, the term paid-up capital stock shall mean, at any particular time, the sum of the par value of all shares of capital stock of the corporation issued and outstanding.
Neb. Rev. Stat. § 21-330 Corporations; excess payment; refund.
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Any corporation which has paid occupation tax in excess of the proper amount of the occupation tax imposed in sections 21-301 to 21-330 shall be entitled to a refund of such excess payment. Claims for refund shall be filed with the Secretary of State or may be submitted by the Se…
Neb. Rev. Stat. § 21-401 Act, how cited.
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Sections 21-401 to 21-414 shall be known and may be cited as the Nebraska Benefit Corporation Act.
Neb. Rev. Stat. § 21-402 Applicability of act; Nebraska Model Business Corporation Act generally applicable.
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(1) The Nebraska Benefit Corporation Act applies to all benefit corporations. (2) The existence of a provision of the Nebraska Benefit Corporation Act does not of itself create an implication that a contrary or different rule of law is applicable to a business corporation that is…
Neb. Rev. Stat. § 21-403 Terms, defined.
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The following words and phrases when used in the Nebraska Benefit Corporation Act have the meanings given to them in this section unless the context clearly indicates otherwise: (1) Benefit corporation means a business corporation: (a) Which has elected to become subject to the a…
Neb. Rev. Stat. § 21-404 Incorporation; articles of incorporation; statement required.
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A benefit corporation shall be incorporated in accordance with the Nebraska Model Business Corporation Act, but its articles of incorporation must also state that it is a benefit corporation.
Neb. Rev. Stat. § 21-405 Existing business corporation; amend articles of incorporation; statement required; other entities; procedure.
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(1) An existing business corporation may become a benefit corporation under the Nebraska Benefit Corporation Act by amending its articles of incorporation so that they contain, in addition to the requirements of section 21-220, a statement that the corporation is a benefit corpor…
Neb. Rev. Stat. § 21-406 Benefit corporation; terminate status; procedure.
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(1) A benefit corporation may terminate its status as such and cease to be subject to the Nebraska Benefit Corporation Act by amending its articles of incorporation to delete the provision required by section 21-404 or 21-405 to be stated in the articles of a benefit corporation.…
Neb. Rev. Stat. § 21-407 General public benefit; specific public benefit.
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(1) A benefit corporation shall have a purpose of creating general public benefit. This purpose is in addition to its purpose under section 21-226. (2) The articles of incorporation of a benefit corporation may identify one or more specific public benefits that it is the purpose …
Neb. Rev. Stat. § 21-408 Board of directors, committees of the board, and directors; duties; powers; liability.
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(1) In discharging the duties of their respective positions and in considering the best interests of the benefit corporation, the board of directors, committees of the board, and individual directors of a benefit corporation: (a) Shall consider the effects of any action or inacti…
Neb. Rev. Stat. § 21-409 Board of directors; benefit director; annual benefit report; contents; liability.
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(1) The board of directors of a benefit corporation that is a publicly traded corporation shall, and the board of any other benefit corporation may, include a director, who: (a) Shall be designated the benefit director; and (b) Shall have, in addition to the powers, duties, right…
Neb. Rev. Stat. § 21-410 Officer; consider interests and factors; liability; duties.
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(1) Each officer of a benefit corporation shall consider the interests and factors described in subsection (1) of section 21-408 in the manner provided in that subsection if: (a) The officer has discretion to act with respect to a matter; and (b) It reasonably appears to the offi…
Neb. Rev. Stat. § 21-411 Benefit officer; powers and duties.
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(1) A benefit corporation may have an officer designated the benefit officer. (2) A benefit officer shall have: (a) The powers and duties relating to the purpose of the corporation to create general public benefit or specific public benefit provided: (i) By the bylaws; or (ii) Ab…
Neb. Rev. Stat. § 21-412 Limitation on actions and claims; liability; benefit enforcement proceeding; when authorized.
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(1)(a) Except in a benefit enforcement proceeding, no person may bring an action or assert a claim against a benefit corporation or its directors or officers with respect to: (i) Failure to pursue or create general public benefit or a specific public benefit set forth in its arti…
Neb. Rev. Stat. § 21-413 Annual benefit report; contents.
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(1) A benefit corporation shall prepare an annual benefit report including all of the following: (a) A narrative description of: (i) The ways in which the benefit corporation pursued general public benefit during the year and the extent to which general public benefit was created…
Neb. Rev. Stat. § 21-414 Annual benefit report; distribution; posting; Secretary of State; filing; fee.
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(1) A benefit corporation shall send its annual benefit report to each shareholder: (a) Within one hundred twenty days following the end of the fiscal year of the benefit corporation; or (b) At the same time that the benefit corporation delivers any other annual report to its sha…
Neb. Rev. Stat. § 21-501 Short title.
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Sections 21-501 to 21-542 shall be known and may be cited as the Nebraska Uniform Protected Series Act.
Neb. Rev. Stat. § 21-502 Definitions.
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In the Nebraska Uniform Protected Series Act: (1) Asset means property: (A) in which a series limited liability company or protected series has rights; or (B) as to which the company or protected series has the power to transfer rights. (2) Associated asset means an asset that me…
Neb. Rev. Stat. § 21-503 Nature of protected series.
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A protected series of a series limited liability company is a person distinct from: (1) the company, subject to subsection (c) of section 21-504, subdivision (1) of section 21-524, and subsection (d) of section 21-525; (2) another protected series of the company; (3) a member of …
Neb. Rev. Stat. § 21-504 Powers and duration of protected series.
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(a) A protected series of a series limited liability company has the capacity to sue and be sued in its own name. (b) Except as otherwise provided in subsections (c) and (d) of this section, a protected series of a series limited liability company has the same powers and purposes…
Neb. Rev. Stat. § 21-505 Governing law.
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The law of this state governs: (1) the internal affairs of a protected series of a series limited liability company, including: (A) relations among any associated members of the protected series; (B) relations among the protected series and: (i) any associated member; (ii) the pr…
Neb. Rev. Stat. § 21-506 Relation of operating agreement, this act, and Nebraska Uniform Limited Liability Company Act.
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(a) Except as otherwise provided in this section and subject to sections 21-507 and 21-508, the operating agreement of a series limited liability company governs: (1) the internal affairs of a protected series, including: (A) relations among any associated members of the protecte…
Neb. Rev. Stat. § 21-507 Additional limitations on operating agreement.
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(a) An operating agreement may not vary the effect of: (1) this section; (2) section 21-503; (3) subsection (a) of section 21-504; (4) subsection (b) of section 21-504 to provide a protected series a power beyond the powers the Nebraska Uniform Limited Liability Company Act provi…
Neb. Rev. Stat. § 21-508 Rules for applying Nebraska Uniform Limited Liability Company Act to specified provisions of act.
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(a) Except as otherwise provided in subsection (b) of this section and section 21-507, the following rules apply in applying section 21-506, subsections (c) and (f) of section 21-518, subdivision (4)(A) of section 21-524, subsection (a) of section 21-525, and subdivision (2) of s…
Neb. Rev. Stat. § 21-509 Protected series designation; amendment.
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(a) With the affirmative vote or consent of all members of a limited liability company, the company may establish a protected series. (b) To establish one or more protected series, a limited liability company shall deliver to the Secretary of State for filing a protected-series d…