reglab/housing_qa huggingface dataset:
NE Code § 21-19,134 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-19,134 - Effect of dissolution.

21-19,134.  Effect of dissolution.(a) A dissolved corporation continues its corporate existence but may not carry on any activities except those appropriate to wind up and liquidate its affairs, including:(1) Preserving and protecting its assets and minimizing its liabilities;(2) Discharging or making provision for discharging its liabilities and obligations;(3) Disposing of its properties that will not be distributed in kind;(4) Returning, transferring, or conveying assets held by the corporation upon a condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution, in accordance with such condition;(5) Transferring, subject to any contractual or legal requirements, its assets as provided in or authorized by its articles of incorporation or bylaws;(6) If the corporation is a public benefit or religious corporation and no provision has been made in its articles or bylaws for the distribution of assets on dissolution, transferring, subject to any contractual or legal requirement, its assets: (i) To one or more persons described in section 501(c)(3) of the Internal Revenue Code engaged in activities substantially similar to those of the dissolved corporation; or (ii) if the dissolved corporation is not described in section 501(c)(3) of the Internal Revenue Code, to one or more public benefit or religious corporations;(7) If the corporation is a mutual benefit corporation and no provision has been made in its articles or bylaws for distribution of assets on dissolution, transferring its assets to its members or, if it has no members, to those persons to whom the corporation holds itself out as benefiting or serving; and(8) Doing every other act necessary to wind up and liquidate its assets and affairs.(b) Dissolution of a corporation does not:(1) Transfer title of the corporation's property;(2) Subject its directors or officers to standards of conduct different from those prescribed in sections 21-1968 to 21-19,104;(3) Change quorum or voting requirements for its board or members, change provisions for selection, resignation, or removal of its directors or officers or both, or change provisions for amending its bylaws;(4) Prevent commencement of a proceeding by or against the corporation in its corporate name;(5) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or(6) Terminate the authority of the registered agent.Source  Laws 1996, LB 681, § 134.
NE Code § 21-19,135 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-19,135 - Known claims against dissolved corporations; notice.

21-19,135.  Known claims against dissolved corporations; notice.(a) A dissolved corporation may dispose of the known claims against it by following the procedure described in this section.(b) The dissolved corporation shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice must:(1) Describe information that must be included in a claim;(2) Provide a mailing address where a claim may be sent;(3) State the deadline, which may not be fewer than one hundred twenty days from the effective date of the written notice, by which the dissolved corporation must receive the claim; and(4) State that the claim will be barred if not received by the deadline.(c) A claim against the dissolved corporation is barred:(1) If a claimant who was given written notice under subsection (b) of this section does not deliver the claim to the dissolved corporation by the deadline;(2) If a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within ninety days from the effective date of the rejection notice.(d) For purposes of this section, claim does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.Source  Laws 1996, LB 681, § 135.
NE Code § 21-19,136 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-19,136 - Unknown claims against dissolved corporation; notice.

21-19,136.  Unknown claims against dissolved corporation; notice.(a) A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice.(b) The notice must:(1) Be published one time in a newspaper of general circulation in the county where the dissolved corporation's principal office (or, if none in this state, its registered office) is or was last located;(2) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and(3) State that a claim against the corporation will be barred unless a proceeding to enforce the claim is commenced within five years after publication of the notice.(c) If the dissolved corporation publishes a newspaper notice in accordance with subsection (b) of this section, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within five years after the publication date of the newspaper notice:(1) A claimant who did not receive written notice under section 21-19,135;(2) A claimant whose claim was timely sent to the dissolved corporation but not acted on; and(3) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.(d) A claim may be enforced under this section:(1) Against the dissolved corporation, to the extent of its undistributed assets; or(2) If the assets have been distributed in liquidation, against any person, other than a creditor of the corporation, to whom the corporation distributed its property to the extent of the distributee's pro rata share of the claim or the corporate assets distributed to such person in liquidation, whichever is less, but the distributee's total liability for all claims under this section may not exceed the total amount of assets distributed to the distributee.Source  Laws 1996, LB 681, § 136.
NE Code § 21-19,137 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-19,137 - Grounds for administrative dissolution.

21-19,137.  Grounds for administrative dissolution.The Secretary of State may commence a proceeding under section 21-19,138 to administratively dissolve a corporation if:(1) The corporation does not pay any fees, taxes, or penalties imposed by the Nebraska Nonprofit Corporation Act or other law when they are due;(2) The corporation does not deliver its biennial report to the Secretary of State when it is due;(3) The corporation is without a registered agent or registered office in this state for sixty days or more;(4) The corporation does not notify the Secretary of State that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued within one hundred twenty days; or(5) The corporation's period of duration, if any, stated in its articles of incorporation expires.Source  Laws 1996, LB 681, § 137.
NE Code § 21-19,138 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-19,138 - Procedure for and effect of administrative dissolution.

21-19,138.  Procedure for and effect of administrative dissolution.(a) Upon determining that one or more grounds exist under section 21-19,137 for dissolving a corporation, the Secretary of State shall serve the corporation with written notice of that determination under section 21-1937, and in the case of a public benefit corporation shall notify the Attorney General in writing.(b) If the corporation does not, within sixty days after service of the notice is perfected under section 21-1937, correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist, the Secretary of State may administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The Secretary of State shall file the original of the certificate and serve a copy on the corporation under section 21-1937 and in the case of a public benefit corporation shall notify the Attorney General in writing.(c) A corporation administratively dissolved continues its corporate existence but may not carry on any activities except those necessary to wind up and liquidate its affairs under section 21-19,134 and notify its claimants under sections 21-19,135 and 21-19,136.(d) The administrative dissolution of a corporation does not terminate the authority of its registered agent.Source  Laws 1996, LB 681, § 138.
NE Code § 21-19,139 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-19,139 - Reinstatement following administrative dissolution.

21-19,139.  Reinstatement following administrative dissolution.(a) A corporation administratively dissolved under section 21-19,138 may apply to the Secretary of State for reinstatement within five years after the effective date of its administrative dissolution. The application must:(1) Recite the name of the corporation and the effective date of its administrative dissolution;(2) State that the ground or grounds for dissolution either did not exist or have been eliminated; and(3) State that the corporation's name satisfies the requirements of section 21-1931.(b) If the Secretary of State determines that the application for reinstatement contains the information required by subsection (a) of this section and that the information is correct, the Secretary of State shall cancel the certificate of dissolution and prepare a certificate of reinstatement reciting that determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the corporation under section 21-1937.(c) A corporation that has been administratively dissolved under section 21-19,138 for more than five years may apply to the Secretary of State for late reinstatement. The application, along with the fee set forth in section 21-1905, must:(1) Recite the name of the corporation and the effective date of its administrative dissolution;(2) State that the ground or grounds for dissolution either did not exist or have been eliminated;(3) State that the corporation's name satisfies the requirements of section 21-1931;(4) State that a legitimate reason exists for reinstatement and what such legitimate reason is; and(5) State that such reinstatement does not constitute fraud on the public.(d) If the Secretary of State determines that the application for late reinstatement contains the information required by subsection (c) of this section and that the information is correct, the Secretary of State shall cancel the certificate of dissolution and prepare a certificate of late reinstatement reciting that determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the corporation under section 21-1937.(e) When reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation shall resume carrying on its activities as if the administrative dissolution had never occurred.Source   Laws 1996, LB 681, § 139;  Laws 2012, LB854, § 4;  Laws 2015, LB279, § 10.
NE Code § 21-19,140 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-19,140 - Appeal from denial of reinstatement.

21-19,140.  Appeal from denial of reinstatement.(a) The Secretary of State, upon denying a corporation's application for reinstatement following administrative dissolution, shall serve the corporation under section 21-1937 with a written notice that explains the reason or reasons for denial.(b) The corporation may appeal the denial of reinstatement to the district court of Lancaster County within ninety days after service of the notice of denial is perfected. The corporation appeals by petitioning the district court to set aside the dissolution and attaching to the petition copies of the Secretary of State's certificate of dissolution, the corporation's application for reinstatement, and the Secretary of State's notice of denial.(c) The district court may summarily order the Secretary of State to reinstate the dissolved corporation or may take other action the court considers appropriate.(d) The district court's final decision may be appealed as in other civil proceedings.Source  Laws 1996, LB 681, § 140.
NE Code § 21-19,141 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-19,141 - Grounds for judicial dissolution.

21-19,141.  Grounds for judicial dissolution.(a) The district 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;(ii) The corporation has continued to exceed or abuse the authority conferred upon it by law;(iii) The corporation is a public benefit corporation and the corporate assets are being misapplied or wasted; or(iv) The corporation is a public benefit corporation and is no longer able to carry out its purposes;(2) Except as provided in the articles or bylaws of a religious corporation, in a proceeding by fifty members or members holding five percent of the voting power, whichever is less, or by a director or any person specified in the articles, if it is established that:(i) The directors are deadlocked in the management of the corporate affairs, and the members, if any, are unable to breach the deadlock;(ii) The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent;(iii) The members are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have, or would otherwise have, expired;(iv) The corporate assets are being misapplied or wasted; or(v) The corporation is a public benefit or religious corporation and is no longer able to carry out its purposes;(3) In a proceeding by a creditor if it is established that:(i) The creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or(ii) The corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent; or(4) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision.(b) Prior to dissolving a corporation, the district court shall consider whether:(1) There are reasonable alternatives to dissolution;(2) Dissolution is in the public interest, if the corporation is a public benefit corporation; and(3) Dissolution is the best way of protecting the interests of members if the corporation is a mutual benefit corporation.Source  Laws 1996, LB 681, § 141.
NE Code § 21-19,142 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-19,142 - Procedure for judicial dissolution.

21-19,142.  Procedure for judicial dissolution.(a) Venue for a proceeding by the Attorney General to dissolve a corporation lies in the district court in the county where a corporation's principal office (or, if none in this state, its registered office) is or was last located or the district court of Lancaster County. Venue for a proceeding brought by any other party named in section 21-19,141 lies in the county where a corporation's principal office (or, if none in this state, its registered office) is or was last located.(b) It is not necessary to make directors or members parties to a proceeding to dissolve a corporation unless relief is sought against them individually.(c) The district court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the activities of the corporation until a full hearing can be held.(d) A person other than the Attorney General who brings an involuntary dissolution proceeding for a public benefit or religious corporation shall forthwith give written notice of the proceeding to the Attorney General who may intervene.Source  Laws 1996, LB 681, § 142.
NE Code § 21-19,143 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-19,143 - Receivership or custodianship.

21-19,143.  Receivership or custodianship.(a) The district court in a proceeding brought to dissolve a public benefit or mutual benefit corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The district court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all of its property wherever located.(b) The district court may appoint an individual or a domestic or foreign business or nonprofit corporation (authorized to transact business in this state) as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.(c) The district court shall describe the powers and duties of the receiver or custodian in its appointing order, which order may be amended from time to time. Among other powers:(1) The receiver (i) may dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the district court. The receiver's power to dispose of the assets of the corporation is subject to any trust and any other restrictions that would be applicable to the corporation; and (ii) may sue and defend in the receiver's or custodian's name as receiver or custodian of the corporation in all courts of this state;(2) The custodian may exercise all of the powers of the corporation, through or in place of its board of directors or officers, to the extent necessary to manage the affairs of the corporation in the best interests of its members and creditors.(d) The district court during a receivership may redesignate the receiver as a custodian, and during a custodianship may redesignate the custodian as a receiver, if doing so is in the best interests of the corporation, its members, and creditors.(e) The district court from time to time during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and the receiver or custodian's counsel from the assets of the corporation or proceeds from the sale of the assets.Source  Laws 1996, LB 681, § 143.
NE Code § 21-19,144 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-19,144 - Decree of dissolution.

21-19,144.  Decree of dissolution.(a) If after a hearing the district court determines that one or more grounds for judicial dissolution described in section 21-19,141 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the district court shall deliver a certified copy of the decree to the Secretary of State, who shall file it.(b) After entering the decree of dissolution, the district court shall direct the winding up and liquidation of the corporation's affairs in accordance with section 21-19,134 and the notification of its claimants in accordance with sections 21-19,135 and 21-19,136.Source  Laws 1996, LB 681, § 144.
NE Code § 21-19,145 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-19,145 - Assets; deposit with State Treasurer; when.

21-19,145.  Assets; deposit with State Treasurer; when.Assets of a dissolved corporation that should be transferred to a creditor, claimant, or member of the corporation who cannot be found or who is not competent to receive them, shall be reduced to cash, subject to known trust restrictions, and deposited with the State Treasurer for safekeeping in accordance with the Uniform Disposition of Unclaimed Property Act. In the State Treasurer's discretion the property may be received and held in kind. When the creditor, claimant, or member furnishes satisfactory proof of entitlement to the amount deposited or property held in kind, the State Treasurer shall deliver to the creditor, claimant, or member, or his or her representative, that amount or property in accordance with the act.Source  Laws 1996, LB 681, § 145. Cross References  Uniform Disposition of Unclaimed Property Act, see section 69-1329.
NE Code § 21-19,146 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-19,146 - Foreign corporation; authority to transact business required.

21-19,146.  Foreign corporation; authority to transact business required.(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 section:(1) Maintaining, defending, or settling any proceeding;(2) Holding meetings of the board of directors or members or carrying on other activities concerning internal corporate affairs;(3) Maintaining bank accounts;(4) Maintaining offices or agencies for the transfer, exchange, and registration of memberships or securities or maintaining trustees or depositaries with respect to those securities;(5) Selling through independent contractors;(6) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;(7) Creating or acquiring indebtedness, mortgages, and security interests in real or personal property;(8) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts;(9) Owning, without more, real or personal property;(10) Conducting an isolated transaction which is completed within thirty days and which is not one in the course of repeated transactions of a like nature; or(11) Transacting business in interstate commerce.(c) The list of activities in subsection (b) of this section is not exhaustive.Source  Laws 1996, LB 681, § 146.