reglab/housing_qa huggingface dataset:
NE Code § 21-218.05 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-218.05 - Notice requirements.

21-218.05.  Notice requirements.(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 such action by the board of directors and (ii) the date of the defective corporate action ratified, provided that notice shall not be required to be given to holders of valid and putative shares whose identities or addresses for notice cannot be determined from the records of the corporation.(b) The notice must contain (i) either a copy of the action taken by the board of directors in accordance with subsection (a) or (b) of section 21-218.03 or the information required by subdivisions (a)(1) through (4) or (b)(1) through (3) of section 21-218.03, as applicable, and (ii) a statement that any claim that the ratification of the defective corporate action and any putative shares issued as a result of such defective corporate action should not be effective, or should be effective only on certain conditions, must be brought within one hundred twenty days from the applicable validation effective time.(c) No notice under this section is required with respect to any action required to be submitted to shareholders for approval under subsection (c) of section 21-218.03 if notice is given in accordance with subsection (b) of section 21-218.04.(d) A notice required by this section may be given in any manner permitted by section 21-215 and, for any corporation subject to the reporting requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, may be given by means of a filing or furnishing of such notice with the United States Securities and Exchange Commission.Source  Laws 2020, LB808, § 7.   Operative Date: July 1, 2021
NE Code § 21-218.06 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-218.06 - Effect of ratification.

21-218.06.  Effect of ratification.(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 voidable as a result of the failure of authorization identified in the action taken under subsection (a) or (b) of section 21-218.03 and shall be deemed a valid corporate action effective as of the date of the defective corporate action;(b) The issuance of each putative share or fraction of a putative share purportedly issued pursuant to a defective corporate action identified in the action taken under section 21-218.03 shall not be void or voidable, and each such putative share or fraction of a putative share shall be deemed to be an identical share or fraction of a valid share as of the time it was purportedly issued; and(c) Any corporate action taken subsequent to the defective corporate action ratified in accordance with sections 21-218.01 to 21-218.08 in reliance on such defective corporate action having been validly effected and any subsequent defective corporate action resulting directly or indirectly from such original defective corporate action shall be valid as of the time taken.Source  Laws 2020, LB808, § 8.   Operative Date: July 1, 2021
NE Code § 21-218.08 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-218.08 - Judicial proceedings regarding validity of corporate actions.

21-218.08.  Judicial proceedings regarding validity of corporate actions.(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 shareholder, or unrestricted voting trust beneficial owner as of the date of the defective corporate action ratified under section 21-218.03, or any other person claiming to be substantially and adversely affected by a ratification under section 21-218.03, the court may:(1) Determine the validity and effectiveness of any corporate action or defective corporate action;(2) Determine the validity and effectiveness of any ratification under section 21-218.03;(3) Determine the validity of any putative shares; and(4) Modify or waive any of the procedures specified in section 21-218.03 or 21-218.04 to ratify a defective corporate action.(b) In connection with an action under this section, the court may make such findings or orders, and take into account any factors or considerations, regarding such matters as it deems proper under the circumstances.(c) Service of process of the application under subsection (a) of this section on the corporation may be made in any manner provided by statute of this state or by rule of the applicable court for service on the corporation, and no other party need be joined in order for the court to adjudicate the matter. In an action filed by the corporation, the court may require notice of the action be provided to other persons specified by the court and permit such other persons to intervene in the action.(d) Notwithstanding any other provision of this section or otherwise under applicable law, any action asserting that the ratification of any defective corporate action and any putative shares issued as a result of such defective corporate action should not be effective, or should be effective only on certain conditions, shall be brought within one hundred twenty days of the validation effective time.Source  Laws 2020, LB808, § 10.   Operative Date: July 1, 2021
NE Code § 21-219 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-219 - Incorporators.

21-219.  Incorporators.(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.Source Laws 2014, LB749, § 19.
NE Code § 21-221 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-221 - Incorporation.

21-221.  Incorporation.(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 precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.Source Laws 2014, LB749, § 21.
NE Code § 21-222 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-222 - Liability for preincorporation transactions.

21-222.  Liability for preincorporation transactions.(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.Source Laws 2014, LB749, § 22.
NE Code § 21-223 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-223 - Organization of corporation.

21-223.  Organization of corporation.(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, adopting bylaws, and carrying on any other business brought before the meeting; or(2) If initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators:(i) To elect directors and complete the organization of the corporation; or(ii) To elect a board of directors who shall complete the organization of the corporation.(b) Action required or permitted by the Nebraska Model Business Corporation Act to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator.(c) An organizational meeting may be held in or out of this state.Source Laws 2014, LB749, § 23.
NE Code § 21-224 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-224 - Bylaws.

21-224.  Bylaws.(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 both of the following provisions:(1) A requirement that if the corporation solicits proxies or consents with respect to an election of directors, the corporation include in its proxy statement and any form of its proxy or consent, to the extent and subject to such procedures or conditions as are provided in the bylaws, one or more individuals nominated by a shareholder in addition to individuals nominated by the board of directors; and(2) A requirement that the corporation reimburse the expenses incurred by a shareholder in soliciting proxies or consents in connection with an election of directors, to the extent and subject to such procedures and conditions as are provided in the bylaws, except that no bylaw so adopted shall apply to elections for which any record date precedes its adoption.(d) Notwithstanding subdivision (b)(2) of section 21-2,159, the shareholders in amending, repealing, or adopting a bylaw described in subsection (c) of this section may not limit the authority of the board of directors to amend or repeal any condition or procedure set forth in or to add any procedure or condition to such a bylaw in order to provide for a reasonable, practicable, and orderly process.Source Laws 2014, LB749, § 24.
NE Code § 21-225 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-225 - Emergency bylaws.

21-225.  Emergency bylaws.(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 shareholders, may make all provisions necessary for managing the corporation during the emergency, including:(1) Procedures for calling a meeting of the board of directors;(2) Quorum requirements for the meeting; and(3) Designation of additional or substitute directors.(b) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.(c) Corporate action taken in good faith in accordance with the emergency bylaws:(1) Binds the corporation; and(2) May not be used to impose liability on a corporate director, officer, employee, or agent.(d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.Source Laws 2014, LB749, § 25.
NE Code § 21-226 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-226 - Purposes.

21-226.  Purposes.(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 subject to regulation under another statute of this state may incorporate under the Nebraska Model Business Corporation Act only if permitted by, and subject to all limitations of, the other statute.(c) Corporations shall not be organized under the act to perform any professional services as specified in section 21-2202 except for professional services rendered by a designated broker as defined in section 81-885.01.(d) A designated broker as defined in section 81-885.01 may be organized as a corporation under the Nebraska Model Business Corporation Act.Source Laws 2014, LB749, § 26.
NE Code § 21-228 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-228 - Emergency powers.

21-228.  Emergency powers.(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 principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.(b) During an emergency defined in subsection (d) of this section, unless emergency bylaws provide otherwise:(1) Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio; and(2) One or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.(c) Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the corporation:(1) Binds the corporation; and(2) May not be used to impose liability on a corporate director, officer, employee, or agent.(d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.Source Laws 2014, LB749, § 28.
NE Code § 21-229 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-229 - Ultra vires.

21-229.  Ultra vires.(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 against the corporation to enjoin the act;(2) In a proceeding by the corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation; or(3) In a proceeding by the Attorney General under section 21-2,197.(c) In a shareholder's proceeding under subdivision (b)(1) of this section to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss, other than anticipated profits, suffered by the corporation or another party because of enjoining the unauthorized act.(d) Venue for a proceeding under subdivision (b)(1) or (b)(2) of this section lies in the district court of the county where the corporation's principal office, or, if none in this state, its registered office, is located.Source Laws 2014, LB749, § 29.
NE Code § 21-230 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-230 - Corporate name.

21-230.  Corporate name.(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 business under the Nebraska Banking Act may use a name which includes the word bank without using any such words or abbreviations; and(2) May not contain language stating or implying that the corporation is organized for a purpose other than that permitted by section 21-226 and its articles of incorporation.(b) Except as authorized by subsections (c) and (d) of this section, a corporate name must not be the same as or deceptively similar to, upon the records of the Secretary of State:(1) The corporate name of a corporation incorporated or authorized to transact business in this state;(2) A corporate name reserved or registered under section 21-231 or 21-232;(3) The fictitious name adopted by a foreign corporation authorized to transact business in this state because its real name is unavailable;(4) The corporate name of a not-for-profit corporation incorporated or authorized to transact business in this state;(5) A trade name registered in this state pursuant to sections 87-208 to 87-219.01; and(6) Any other business entity name registered or filed with the Secretary of State pursuant to the law of this state.(c) A corporation may apply to the Secretary of State for authorization to use a name that is deceptively similar to, upon the records of the Secretary of State, one or more of the names described in subsection (b) of this section. The Secretary of State shall authorize use of the name applied for if:(1) The other corporation or business entity consents to the use in writing; or(2) The applicant delivers to the Secretary of State a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.(d) A corporation may use the name, including the fictitious name, of another domestic or foreign corporation or business entity that is used in this state if the other corporation or business entity is incorporated or authorized to transact business in this state and the proposed user corporation:(1) Has merged with the other corporation or business entity;(2) Has been formed by reorganization of the other corporation or business entity; or(3) Has acquired all or substantially all of the assets, including the corporate name, of the other corporation or business entity.(e) The Nebraska Model Business Corporation Act does not control the use of fictitious names.Source Laws 2014, LB749, § 30.Cross References  Nebraska Banking Act, see section 8-101.02.
NE Code § 21-231 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-231 - Reserved name.

21-231.  Reserved name.(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 address of the applicant and the name proposed to be reserved. If the Secretary of State finds that the corporate name applied for is available, the Secretary of State shall reserve the name for the applicant's exclusive use for a nonrenewable one-hundred-twenty-day period.(b) The owner of a reserved corporate name may transfer the reservation to another person by delivering to the Secretary of State a signed notice of the transfer that states the name and address of the transferee.Source Laws 2014, LB749, § 31.
NE Code § 21-232 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-232 - Registered name.

21-232.  Registered name.(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 available under subsection (b) of section 21-230.(b) A foreign corporation registers its corporate name, or its corporate name with any addition required by section 21-2,208, by delivering to the Secretary of State for filing an application:(1) Setting forth its corporate name, or its corporate name with any addition required by section 21-2,208, the state or country and date of its incorporation, and a brief description of the nature of the business in which it is engaged; and(2) Accompanied by a certificate of existence, or a document of similar import, from the state or country of incorporation. Such certificate or document shall not bear a date of more than sixty days prior to the date the application is delivered.(c) The name is registered for the applicant's exclusive use upon the effective date of the application.(d) A foreign corporation whose registration is effective may renew it for successive years by delivering to the Secretary of State for filing a renewal application, which complies with the requirements of subsection (b) of this section, between October 1 and December 31 of the preceding year. The renewal application when filed renews the registration for the following calendar year.(e) A foreign corporation whose registration is effective may thereafter qualify as a foreign corporation under the registered name or consent in writing to the use of that name by a corporation thereafter incorporated under the Nebraska Model Business Corporation Act or by another foreign corporation thereafter authorized to transact business in this state. The registration terminates when the domestic corporation is incorporated or the foreign corporation qualifies or consents to the qualification of another foreign corporation under the registered name.Source Laws 2014, LB749, § 32.
NE Code § 21-233 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-233 - Registered office and registered agent.

21-233.  Registered office and registered agent.(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 the registered office; or(ii) A domestic or foreign corporation or other eligible entity whose business office is identical with the registered office and, in the case of a foreign corporation or foreign eligible entity, is authorized to transact business in the state.Source Laws 2014, LB749, § 33.
NE Code § 21-234 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-234 - Change of registered office or registered agent.

21-234.  Change of registered office or registered agent.(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 current registered office is to be changed, the street address of the new registered office;(4) The name and street address of its current registered agent. A post office box number may be provided in addition to the street address;(5) If the current registered agent is to be changed, the name of the new registered agent and the new agent's written consent, either on the statement or attached to it, to the appointment; and(6) That after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.(b) If the street address or post office box number of a registered agent's business office changes, the agent may change the street address or, if one exists, the post office box number, of the registered office of any corporation for which the agent is the registered agent by delivering a signed written notice of the change to the corporation and signing, either manually or in facsimile, and delivering to the Secretary of State for filing a signed statement that complies with the requirements of subsection (a) of this section and recites that the corporation has been notified of the change.Source Laws 2014, LB749, § 34.