reglab/housing_qa huggingface dataset:
NE Code § 21-142 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-142 - Charging order.

21-142.  Charging order.(RULLCA 503) (a) On application by a judgment creditor of a member or transferee, a court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgment. A charging order constitutes a lien on a judgment debtor's transferable interest and requires the limited liability company to pay over to the person to which the charging order was issued any distribution that would otherwise be paid to the judgment debtor.(b) To the extent necessary to effectuate the collection of distributions pursuant to a charging order in effect under subsection (a) of this section, the court may:(1) appoint a receiver of the distributions subject to the charging order, with the power to make all inquiries the judgment debtor might have made; and(2) make all other orders necessary to give effect to the charging order.(c) Upon a showing that distributions under a charging order will not pay the judgment debt within a reasonable time, the court may foreclose the lien and order the sale of the transferable interest. The purchaser at the foreclosure sale only obtains the transferable interest, does not thereby become a member, and is subject to section 21-141.(d) At any time before completion of the foreclosure sale under subsection (c) of this section, the member or transferee whose transferable interest is subject to a charging order under subsection (a) of this section may extinguish the charging order by satisfying the judgment and filing a certified copy of the satisfaction with the court that issued the charging order.(e) At any time before completion of the foreclosure sale under subsection (c) of this section, a limited liability company or one or more members whose transferable interests are not subject to the charging order may pay to the judgment creditor the full amount due under the judgment and thereby succeed to the rights of the judgment creditor, including the charging order.(f) The Nebraska Uniform Limited Liability Company Act does not deprive any member or transferee of the benefit of any exemption laws applicable to the member's or transferee's transferable interest.(g) This section provides the exclusive remedy by which a person seeking to enforce a judgment against a member or transferee may, in the capacity of judgment creditor, satisfy the judgment from the judgment debtor's transferable interest.Source Laws 2010, LB888, § 42.
NE Code § 21-143 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-143 - Power of personal representative of deceased member.

21-143.  Power of personal representative of deceased member.(RULLCA 504) If a member dies, the deceased member's personal representative or other legal representative may exercise the rights of a transferee provided in subsection (c) of section 21-141 and, for the purposes of settling the estate, the rights of a current member under section 21-139.Source Laws 2010, LB888, § 43.
NE Code § 21-144 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-144 - Member's power to dissociate; wrongful dissociation.

21-144.  Member's power to dissociate; wrongful dissociation.(RULLCA 601) (a) A person has the power to dissociate as a member at any time, rightfully or wrongfully, by withdrawing as a member by express will under subdivision (1) of section 21-145.(b) A person's dissociation from a limited liability company is wrongful only if the dissociation:(1) is in breach of an express provision of the operating agreement; or(2) occurs before the termination of the company and:(A) the person withdraws as a member by express will;(B) the person is expelled as a member by judicial order under subdivision (5) of section 21-145;(C) the person is dissociated under subdivision (7)(A) of section 21-145 by becoming a debtor in bankruptcy; or(D) in the case of a person that is not a trust other than a business trust, an estate, or an individual, the person is expelled or otherwise dissociated as a member because it willfully dissolved or terminated.(c) A person that wrongfully dissociates as a member is liable to the limited liability company and, subject to section 21-164, to the other members for damages caused by the dissociation. The liability is in addition to any other debt, obligation, or other liability of the member to the company or the other members.Source Laws 2010, LB888, § 44.
NE Code § 21-146 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-146 - Effect of person's dissociation as member.

21-146.  Effect of person's dissociation as member.(RULLCA 603) (a) When a person is dissociated as a member of a limited liability company:(1) the person's right to participate as a member in the management and conduct of the company's activities terminates;(2) if the company is member-managed, the person's fiduciary duties as a member end with regard to matters arising and events occurring after the person's dissociation; and(3) subject to section 21-143 and sections 21-170 to 21-184, any transferable interest owned by the person immediately before dissociation in the person's capacity as a member is owned by the person solely as a transferee.(b) A person's dissociation as a member of a limited liability company does not of itself discharge the person from any debt, obligation, or other liability to the company or the other members which the person incurred while a member.Source Laws 2010, LB888, § 46.
NE Code § 21-147 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-147 - Events causing dissolution; rescission; procedure.

21-147.  Events causing dissolution; rescission; procedure.(RULLCA 701) (a) A limited liability company is dissolved, and its activities must be wound up, upon the occurrence of any of the following:(1) an event or circumstance that the operating agreement states causes dissolution;(2) the consent of all the members;(3) the passage of ninety consecutive days during which the company has no members;(4) on application by a member, the entry by the district court of an order dissolving the company on the grounds that:(A) the conduct of all or substantially all of the company's activities is unlawful; or(B) it is not reasonably practicable to carry on the company's activities in conformity with the certificate of organization and the operating agreement; or(5) on application by a member, the entry by the district court of an order dissolving the company on the grounds that the managers or those members in control of the company:(A) have acted, are acting, or will act in a manner that is illegal or fraudulent; or(B) have acted or are acting in a manner that is oppressive and was, is, or will be directly harmful to the applicant.(b) In a proceeding brought under subdivision (a)(5) of this section, the court may order a remedy other than dissolution.(c) A limited liability company may rescind its dissolution, unless a statement of termination applicable to the company has become effective, the district court has entered an order under subdivision (a)(4) of this section dissolving the company, or the Secretary of State has administratively dissolved the company under section 21-151.(d) Rescinding dissolution under this section requires:(1) the consent of all the members; and(2) if the limited liability company has delivered to the Secretary of State for filing a statement of dissolution under section 21-148 and:(A) the statement has not become effective, delivery to the Secretary of State for filing of a statement of withdrawal under section 21-121 applicable to the statement of dissolution; or(B) if the statement of dissolution has become effective, delivery to the Secretary of State for filing of a statement of rescission stating the name of the company and that dissolution has been rescinded under this section.(e) If a limited liability company rescinds its dissolution:(1) the company resumes carrying on its activities and affairs as if dissolution had never occurred;(2) subject to subdivision (e)(3) of this section, any liability incurred by the company after the dissolution and before the rescission has become effective is determined as if dissolution had never occurred; and(3) the rights of a third party arising out of conduct in reliance on the dissolution before the third party knew or had notice of the rescission may not be adversely affected.Source  Laws 2010, LB888, § 47;  Laws 2019, LB78, § 1.
NE Code § 21-149 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-149 - Known claims against dissolved limited liability company.

21-149.  Known claims against dissolved limited liability company.(RULLCA 703) (a) Except as otherwise provided in subsection (d) of this section, a dissolved limited liability company may give notice of a known claim under subsection (b) of this section, which has the effect as provided in subsection (c) of this section.(b) A dissolved limited liability company may in a record notify its known claimants of the dissolution. The notice must:(1) specify the information required to be included in a claim;(2) provide a mailing address to which the claim is to be sent;(3) state the deadline for receipt of the claim, which may not be less than one hundred twenty days after the date the notice is received by the claimant; and(4) state that the claim will be barred if not received by the deadline.(c) A claim against a dissolved limited liability company is barred if the requirements of subsection (b) of this section are met and:(1) the claim is not received by the specified deadline; or(2) if the claim is timely received but rejected by the company:(A) the company causes the claimant to receive a notice in a record stating that the claim is rejected and will be barred unless the claimant commences an action against the company to enforce the claim within ninety days after the claimant receives the notice; and(B) the claimant does not commence the required action within the ninety days.(d) This section does not apply to a claim based on an event occurring after the effective date of dissolution or a liability that on that date is contingent.Source Laws 2010, LB888, § 49.
NE Code § 21-150 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-150 - Other claims against dissolved limited liability company.

21-150.  Other claims against dissolved limited liability company.(RULLCA 704) (a) A dissolved limited liability company shall publish notice of its dissolution and request persons having claims against the company to present them in accordance with the notice.(b) The notice required by subsection (a) of this section must:(1) be published three successive weeks in some legal newspaper of general circulation in the county in this state in which the dissolved limited liability company's principal office is located or, if it has none in this state, in the county in which the company's designated office is or was last located;(2) describe the information required to be contained in a claim and provide a mailing address to which the claim is to be sent; and(3) state that a claim against the company is barred unless an action to enforce the claim is commenced within five years after the publication date of the third required notice.(c) If a dissolved limited liability company publishes a notice in accordance with subsection (b) of this section, unless the claimant commences an action to enforce the claim against the company within five years after the publication date of the third required notice, the claim of each of the following claimants is barred:(1) a claimant that did not receive notice in a record under section 21-149;(2) a claimant whose claim was timely sent to the company but not acted on; and(3) a claimant whose claim is contingent at, or based on an event occurring after, the effective date of dissolution.(d) A claim not barred under this section may be enforced:(1) against a dissolved limited liability company, to the extent of its undistributed assets; and(2) if assets of the company have been distributed after dissolution, against a member or transferee to the extent of that person's proportionate share of the claim or of the assets distributed to the member or transferee after dissolution, whichever is less, but a person's total liability for all claims under this subdivision does not exceed the total amount of assets distributed to the person after dissolution.Source Laws 2010, LB888, § 50.
NE Code § 21-151 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-151 - Administrative dissolution.

21-151.  Administrative dissolution.(RULLCA 705) (a) The Secretary of State may dissolve a limited liability company administratively if the company does not:(1) pay, within sixty days after the due date, any fee, tax, or penalty due to the Secretary of State under the Nebraska Uniform Limited Liability Company Act or law other than the act; or(2) deliver, within sixty days after the due date, its biennial report to the Secretary of State.(b) If the Secretary of State determines that a ground exists for administratively dissolving a limited liability company, the Secretary of State shall file a record of the determination and serve the company with a copy of the filed record.(c) If within sixty days after service of the copy pursuant to subsection (b) of this section a limited liability company does not 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 shall dissolve the company administratively by preparing, signing, and filing a declaration of dissolution that states the grounds for dissolution. The Secretary of State shall serve the company with a copy of the filed declaration.(d) A limited liability company that has been administratively dissolved continues in existence but, subject to section 21-152, may carry on only activities necessary to wind up its activities and liquidate its assets under sections 21-148 and 21-154 and to notify claimants under sections 21-149 and 21-150.(e) The administrative dissolution of a limited liability company does not terminate the authority of its agent for service of process.Source Laws 2010, LB888, § 51.
NE Code § 21-152 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-152 - Reinstatement following administrative dissolution.

21-152.  Reinstatement following administrative dissolution.(RULLCA 706) (a) A limited liability company that has been administratively dissolved may apply to the Secretary of State for reinstatement within five years after the effective date of its dissolution. The application must be delivered to the Secretary of State for filing and state:(1) the name of the company and the effective date of its dissolution;(2) that the grounds for dissolution did not exist or have been eliminated; and(3) that the company's name satisfies the requirements of section 21-108.(b) If the Secretary of State determines that an application under subsection (a) of this section contains the required information and that the information is correct, the Secretary of State shall prepare a declaration of reinstatement that states this determination, sign and file the original of the declaration of reinstatement, and serve the limited liability company with a copy.(c) A limited liability company that has been administratively dissolved for more than five years may apply to the Secretary of State for late reinstatement. The application must be delivered to the Secretary of State for filing, along with the fee set forth in section 21-192, and state:(1) The name of the company and the effective date of its dissolution;(2) That the grounds for dissolution did not exist or have been eliminated;(3) That the company's name satisfies the requirements of section 21-108;(4) That a legitimate reason exists for reinstatement and what such legitimate reason is; and(5) That such reinstatement does not constitute fraud on the public.(d) If the Secretary of State determines that an application under subsection (c) of this section contains the required information and that the information is correct, the Secretary of State shall prepare a declaration of reinstatement that states this determination, sign and file the original of the declaration of reinstatement, and serve the limited liability company with a copy.(e) When a reinstatement becomes effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the limited liability company may resume its activities as if the dissolution had not occurred.Source  Laws 2010, LB888, § 52;  Laws 2012, LB854, § 1;  Laws 2015, LB279, § 1.
NE Code § 21-153 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-153 - Appeal from rejection of reinstatement.

21-153.  Appeal from rejection of reinstatement.(RULLCA 707) (a) If the Secretary of State rejects a limited liability company's application for reinstatement following administrative dissolution, the Secretary of State shall prepare, sign, and file a notice that explains the reason for rejection and serve the company with a copy of the notice.(b) Within thirty days after service of a notice of rejection of reinstatement under subsection (a) of this section, a limited liability company may appeal from the rejection by petitioning the district court of Lancaster County to set aside the dissolution. The petition must be served on the Secretary of State and contain a copy of the Secretary of State's declaration of dissolution, the company's application for reinstatement, and the Secretary of State's notice of rejection.(c) The court may order the Secretary of State to reinstate a dissolved limited liability company or take other action the court considers appropriate.Source Laws 2010, LB888, § 53.
NE Code § 21-154 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-154 - Distribution of assets in winding up limited liability company's activities.

21-154.  Distribution of assets in winding up limited liability company's activities.(RULLCA 708) (a) In winding up its activities, a limited liability company must apply its assets to discharge its obligations to creditors, including members that are creditors.(b) After a limited liability company complies with subsection (a) of this section, any surplus must be distributed in the manner set forth in the operating agreement or, if not so set forth, in the following order, subject, in any case, to any charging order in effect under section 21-142:(1) to each person owning a transferable interest that reflects contributions made by a member and not previously returned, an amount equal to the value of the unreturned contributions; and(2) in equal shares among members and dissociated members, except to the extent necessary to comply with any transfer effective under section 21-141.(c) If a limited liability company does not have sufficient surplus to comply with subdivision (b)(1) of this section, any surplus must be distributed among the owners of transferable interests in proportion to the value of their respective unreturned contributions.(d) All distributions made under subsections (b) and (c) of this section must be paid in money.Source Laws 2010, LB888, § 54.
NE Code § 21-155 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-155 - Governing law.

21-155.  Governing law.(RULLCA 801) (a) The law of the state or other jurisdiction under which a foreign limited liability company is formed governs:(1) the internal affairs of the company; and(2) the liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of the company.(b) A foreign limited liability company may not transact business in this state until it qualifies with the Secretary of State as provided in sections 21-156 and 21-158. A foreign limited liability company may not be denied a certificate of authority by reason of any difference between the law of the jurisdiction under which the company is formed and the law of this state.(c) A certificate of authority does not authorize a foreign limited liability company to engage in any business or exercise any power that a limited liability company may not engage in or exercise in this state.Source Laws 2010, LB888, § 55.Annotations  This section codifies the internal affairs doctrine, as discussed in the Restatement (Second) of Conflict of Laws section 302 (1971). Midwest Renewable Energy v. American Engr. Testing, 296 Neb. 73, 894 N.W.2d 221 (2017). Under this section, the internal affairs doctrine requires that the law of a fully dissolved foreign limited liability corporation's state of incorporation govern its amenability. Midwest Renewable Energy v. American Engr. Testing, 296 Neb. 73, 894 N.W.2d 221 (2017). While this section references the Uniform Limited Liability Company Act, it was, instead, patterned after the Revised Uniform Limited Liability Company Act, and it incorporates the revised act's comments explaining the section. Midwest Renewable Energy v. American Engr. Testing, 296 Neb. 73, 894 N.W.2d 221 (2017).
NE Code § 21-156 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-156 - Application for certificate of authority.

21-156.  Application for certificate of authority.(RULLCA 802) (a) A foreign limited liability company must apply for a certificate of authority to transact business in this state by delivering an application and, if applicable, a current certificate of registration as provided in sections 21-185 to 21-189 and fees to the Secretary of State for filing. The application must state:(1) the name of the company and, if the name does not comply with section 21-108, an alternate name adopted pursuant to subsection (a) of section 21-159;(2) the name of the state or other jurisdiction under whose law the company is formed;(3) the street and mailing addresses of the company's principal office and, if the law of the jurisdiction under which the company is formed requires the company to maintain an office in that jurisdiction, the street and mailing addresses of the required office; and(4) the name and street and mailing addresses and post office box number, if any, of the company's initial agent for service of process in this state.(b) A foreign limited liability company shall deliver with a completed application under subsection (a) of this section a certificate of existence or a record of similar import signed by the Secretary of State or other official having custody of the company's publicly filed records in the state or other jurisdiction under whose law the company is formed.Source Laws 2010, LB888, § 56.