reglab/housing_qa huggingface dataset:
NE Code § 21-19,147 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-19,147 - Foreign corporation; transacting business without authority; consequences; civil penalty.

21-19,147.  Foreign corporation; transacting business without authority; consequences; civil penalty.(a) A foreign corporation transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority.(b) The successor to a foreign corporation that transacted business in this state without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding on that cause of action in any court in this state until the foreign corporation or its successor obtains a certificate of authority.(c) A court may stay a proceeding commenced by a foreign corporation, its successor, or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.(d) A foreign corporation is liable for a civil penalty of five hundred dollars for each day, but not to exceed a total of ten thousand dollars for each year, it transacts business in this state without a certificate of authority. The Attorney General may collect all penalties due under this subsection. All civil penalties collected under this subsection shall be remitted by the Attorney General for credit to the permanent school fund.(e) Notwithstanding subsections (a) and (b) of this section, the failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts or prevent it from defending any proceeding in this state.Source  Laws 1996, LB 681, § 147.
NE Code § 21-19,148 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-19,148 - Foreign corporation; application for certificate of authority.

21-19,148.  Foreign corporation; application for certificate of authority.(a) A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the Secretary of State. The application must set forth:(1) The name of the foreign corporation or, if its name is unavailable for use in this state, a corporate name that satisfies the requirements of section 21-19,151;(2) The name of the state or country under whose law it is incorporated;(3) The date of incorporation and period of duration;(4) The street address of its principal office;(5) The street address of its registered office in this state and the name of its current registered agent at that office. A post office box number may be provided in addition to the street address;(6) The names and street addresses of its current directors and officers;(7) Whether the foreign corporation has members; and(8) Whether the corporation, if it had been incorporated in this state, would be a public benefit, mutual benefit, or religious corporation.(b) The foreign corporation shall deliver with the completed application a certificate of existence (or a document of similar import) duly authenticated by the Secretary of State or other official having custody of corporate records in the state or country under whose law it is incorporated. Such certificate or document shall not bear a date of more than sixty days prior to the date the application is filed in this state.Source   Laws 1996, LB 681, § 148;  Laws 2008, LB379, § 10.
NE Code § 21-19,149 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-19,149 - Foreign corporation; amended certificate of authority.

21-19,149.  Foreign corporation; amended certificate of authority.(a) A foreign corporation authorized to transact business in this state must obtain an amended certificate of authority from the Secretary of State if it changes:(1) Its corporate name;(2) The period of its duration; or(3) The state or country of its incorporation.(b) The requirements of section 21-19,148 for obtaining an original certificate of authority apply to obtaining an amended certificate under this section.Source  Laws 1996, LB 681, § 149.
NE Code § 21-19,150 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-19,150 - Foreign corporation; effect of certificate of authority.

21-19,150.  Foreign corporation; effect of certificate of authority.(a) A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this state subject, however, to the right of the state to revoke the certificate as provided in the Nebraska Nonprofit Corporation Act.(b) A foreign corporation with a valid certificate of authority has the same rights and enjoys the same privileges as a domestic corporation of like character. A foreign corporation is also, except as otherwise provided by the act, subject to the same duties, restrictions, penalties, and liabilities now or later imposed on a domestic corporation of like character.(c) The act does not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this state.Source  Laws 1996, LB 681, § 150.
NE Code § 21-19,152 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-19,152 - Foreign corporation; registered office; registered agent.

21-19,152.  Foreign corporation; registered office; registered agent.Each foreign corporation authorized to transact business in this state must continuously maintain in this state:(1) A registered office with the same address as that of its current registered agent. A post office box number may be provided in addition to the street address of the registered agent; and(2) A registered agent, who may be:(i) An individual who resides in this state and whose office is identical with the registered office;(ii) A domestic business or nonprofit corporation whose office is identical with the registered office; or(iii) A foreign business or nonprofit corporation authorized to transact business in this state whose office is identical with the registered office.Source   Laws 1996, LB 681, § 152;  Laws 2008, LB379, § 11. Annotations A corporation's registration under this section does not provide an independent basis for the exercise of general jurisdiction. Lanham v. BNSF Railway Co., 305 Neb. 124, 939 N.W.2d 363 (2020).
NE Code § 21-19,153 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-19,153 - Foreign corporation; change of registered office or registered agent.

21-19,153.  Foreign corporation; change of registered office or registered agent.(a) A foreign corporation authorized to transact business in this state 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) Its name;(2) The street address of its current registered office;(3) If the current registered office is to be changed, the street address of its 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 its 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 office of its registered agent will be identical.(b) If a registered agent changes the street address of its business office, the agent may change the address of the registered office of any foreign corporation for which the agent is the registered agent by notifying the corporation in writing of the change and signing (either manually or in facsimile) and delivering to the Secretary of State for filing a statement of change that complies with the requirements of subsection (a) of this section and recites that the corporation has been notified of the change.Source   Laws 1996, LB 681, § 153;  Laws 2008, LB379, § 12.
NE Code § 21-19,154 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-19,154 - Foreign corporation; resignation of registered agent.

21-19,154.  Foreign corporation; resignation of registered agent.(a) The registered agent of a foreign corporation may resign as agent by signing and delivering to the Secretary of State for filing the original and two exact or conformed copies of a statement of resignation. The statement of resignation may include a statement that the registered office is also discontinued.(b) After filing the statement, the Secretary of State shall attach the filing receipt to one copy and mail the copy and receipt to the registered office if not discontinued. The Secretary of State shall mail the other copy to the foreign corporation at its principal office address shown in its most recent biennial report.(c) The agency is terminated, and the registered office discontinued if so provided, on the thirty-first day after the date on which the statement was filed.Source  Laws 1996, LB 681, § 154.
NE Code § 21-19,155 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-19,155 - Foreign corporation; service.

21-19,155.  Foreign corporation; service.(a) The registered agent of a foreign corporation authorized to transact business in this state is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the foreign corporation.(b) A foreign corporation may be served by registered or certified mail, return receipt requested, addressed to the secretary of the foreign corporation at its principal office shown in its application for a certificate of authority or in its most recent biennial report filed under section 21-19,172 if the foreign corporation:(1) Has no registered agent or its registered agent cannot with reasonable diligence be served;(2) Has withdrawn from transacting business in this state under section 21-19,156; or(3) Has had its certificate of authority revoked under section 21-19,158.(c) Service is perfected under subsection (b) of this section at the earliest of:(1) The date the foreign corporation receives the mail;(2) The date shown on the return receipt, if signed on behalf of the foreign corporation; or(3) Five days after its deposit in the United States mail, as evidenced by the postmark if mailed postpaid and correctly addressed.(d) This section does not prescribe the only means, or necessarily the required means, of serving a foreign corporation.Source  Laws 1996, LB 681, § 155.
NE Code § 21-19,156 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-19,156 - Foreign corporation; withdrawal.

21-19,156.  Foreign corporation; withdrawal.(a) A foreign corporation authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the Secretary of State.(b) A foreign corporation authorized to transact business in this state may apply for a certificate of withdrawal by delivering an application to the Secretary of State for filing. The application must set forth:(1) The name of the foreign corporation and the name of the state or country under whose law it is incorporated;(2) That it is not transacting business in this state and that it surrenders its authority to transact business in this state;(3) That it revokes the authority of its registered agent to accept service on its behalf and consents that service of process in any proceeding based on a cause of action arising during the time it was authorized to do business in this state may thereafter be made on such corporation outside this state; and(4) A mailing address at which process against the corporation may be served.Source  Laws 1996, LB 681, § 156.
NE Code § 21-19,157 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-19,157 - Foreign corporation; grounds for revocation of certificate of authority.

21-19,157.  Foreign corporation; grounds for revocation of certificate of authority.(a) The Secretary of State may commence a proceeding under section 21-19,158 to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if:(1) The foreign corporation does not deliver the biennial report to the Secretary of State when it is due;(2) The foreign corporation does not pay any fees, taxes, or penalties imposed by the Nebraska Nonprofit Corporation Act or other law when they are due;(3) The foreign corporation is without a registered agent or registered office in this state for sixty days or more;(4) The foreign corporation does not inform the Secretary of State under section 21-19,153 or 21-19,154 that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued within ninety days after the change, resignation, or discontinuance;(5) An incorporator, director, officer, or agent of the foreign corporation signed a document such person knew was false in any material respect with intent that the document be delivered to the Secretary of State for filing; or(6) The Secretary of State receives a duly authenticated certificate from the Secretary of State or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that it has been dissolved or has disappeared as the result of a merger.(b) The Attorney General may commence a proceeding under section 21-19,158 to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if:(1) The corporation has continued to exceed or abuse the authority conferred upon it by law;(2) The corporation would have been a public benefit corporation had it been incorporated in this state and that its corporate assets in this state are being misapplied or wasted; or(3) The corporation would have been a public benefit corporation had it been incorporated in this state and it is no longer able to carry out its purposes.Source  Laws 1996, LB 681, § 157.
NE Code § 21-19,158 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-19,158 - Foreign corporation; procedure and effect of revocation.

21-19,158.  Foreign corporation; procedure and effect of revocation.(a) The Secretary of State upon determining that one or more grounds exist under section 21-19,157 for revocation of a certificate of authority shall serve the foreign corporation with written notice of that determination under section 21-19,155.(b) The Attorney General, upon determining that one or more grounds exist under subsection (b) of section 21-19,157 for revocation of a certificate of authority, shall request the Secretary of State to serve, and the Secretary of State shall serve the foreign corporation with written notice of that determination under section 21-19,155.(c) If the foreign corporation does not, within sixty days after service of the notice is perfected under section 21-19,155, correct each ground for revocation or demonstrate to the reasonable satisfaction of the Secretary of State or Attorney General that each ground for revocation determined by the Secretary of State or Attorney General does not exist, the Secretary of State may revoke the foreign corporation's certificate of authority by signing a certificate of revocation that recites the ground or grounds for revocation and its effective date. The Secretary of State shall file the original of the certificate of revocation and serve a copy on the foreign corporation under section 21-19,155.(d) The authority of a foreign corporation to transact business in this state ceases on the date shown on the certificate of revocation revoking its certificate of authority.(e) Revocation of a foreign corporation's certificate of authority does not terminate the authority of the registered agent of the corporation.Source  Laws 1996, LB 681, § 158.
NE Code § 21-19,159 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-19,159 - Foreign corporation; revoked certificate; application for reinstatement.

21-19,159.  Foreign corporation; revoked certificate; application for reinstatement.(a) A foreign corporation the certificate of authority of which has been revoked under section 21-19,158 may apply to the Secretary of State for reinstatement within five years after the effective date of the revocation. The application must:(1) Recite the name of the foreign corporation and the effective date of the revocation;(2) State that the ground or grounds for revocation either did not exist or have been eliminated; and(3) State that the foreign corporation's name satisfies the requirements of section 21-19,151.(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 revocation 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 foreign corporation under section 21-19,155.(c) A foreign corporation, the certificate of authority of which has been revoked under section 21-19,158 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 foreign corporation and the effective date of the revocation;(2) State that the ground or grounds for revocation either did not exist or have been eliminated;(3) State that the foreign corporation's name satisfies the requirements of section 21-19,151;(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 revocation 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 foreign corporation under section 21-19,155.(e) When reinstatement is effective, it relates back to and takes effect as of the effective date of the revocation and the foreign corporation shall resume carrying on its activities as if the revocation had never occurred.Source   Laws 1996, LB 681, § 159;  Laws 2012, LB854, § 5;  Laws 2015, LB279, § 11.
NE Code § 21-19,160 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-19,160 - Foreign corporation; denial of reinstatement; appeal.

21-19,160.  Foreign corporation; denial of reinstatement; appeal.(a) The Secretary of State, upon denying a foreign corporation's application for reinstatement following revocation of its certificate of authority, shall serve the foreign corporation under section 21-19,155 with a written notice that explains the reason or reasons for denial.(b) The foreign corporation may appeal the denial of reinstatement to the district court of Lancaster County within thirty days after the service of the notice of denial is perfected under section 21-19,155. The foreign corporation appeals by petitioning the district court to set aside the revocation and attaching to the petition copies of the Secretary of State's certificate of revocation, the foreign 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 certificate of authority or may take any other action it considers appropriate.(d) The district court's final decision may be appealed as in other civil proceedings.Source  Laws 1996, LB 681, § 160.
NE Code § 21-19,161 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-19,161 - Foreign corporation; domestication procedure.

21-19,161.  Foreign corporation; domestication procedure.In lieu of compliance with section 21-19,146, relating to the authorization of foreign corporations to transact business in this state, any corporation organized under the laws of any other state or states, which has heretofore filed, or which may hereafter file, with the Secretary of State of this state, a copy certified by the Secretary of State or other proper officer of the state or country under the laws of which such foreign corporation is formed, of its charter or articles of association or incorporation, together with all amendments to such date and the street address of its registered office in this state and the name and street address and, if one exists, a post office box number, of its current registered agent at that office, on filing with the Secretary of State a certified copy of a resolution adopted by its board of directors, including the date the resolution was adopted, accepting and agreeing to be bound by the provisions of the Nebraska Nonprofit Corporation Act, with respect to its property and business operations within this state, shall become and be a body corporate of this state.Source   Laws 1996, LB 681, § 161;  Laws 2008, LB379, § 13.
NE Code § 21-19,162 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-19,162 - Foreign corporation; renouncing domestication.

21-19,162.  Foreign corporation; renouncing domestication.Any foreign corporation, which has domesticated pursuant to section 21-19,161, may cease to be a domesticated corporation by filing with the Secretary of State a certified copy of a resolution adopted by its board of directors, renouncing its domestication and withdrawing its acceptance and agreement provided for in section 21-19,161.Source  Laws 1996, LB 681, § 162.
NE Code § 21-19,163 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-19,163 - Foreign corporation; domestication; procedure; effect.

21-19,163.  Foreign corporation; domestication; procedure; effect.If a foreign corporation, which has domesticated pursuant to section 21-19,161, surrenders its foreign corporate charter and files, records, and publishes notice of amended articles of incorporation in the manner, time, and places required by sections 21-1920, 21-1921, and 21-19,173, such foreign corporation shall thereupon become and be a domestic corporation organized under the Nebraska Nonprofit Corporation Act. The original incorporation date of a foreign corporation which has domesticated in Nebraska shall not be affected by such domestication. The domesticated corporation shall be the same corporation as the one that existed under the laws of the state in which the corporation was previously domiciled. Upon domesticating in Nebraska, the corporation shall continue to exist without interruption and shall maintain its same liabilities and obligations.Source   Laws 1996, LB 681, § 163;  Laws 2017, LB476, § 1.
NE Code § 21-19,164 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-19,164 - Foreign corporation organized prior to January 1, 1997; status.

21-19,164.  Foreign corporation organized prior to January 1, 1997; status.Any corporation organized under the laws of any other state or territory which had become, in accordance with section 21-1966.01, as such section existed prior to January 1, 1997, a body corporate of this state, shall retain such status for all purposes notwithstanding the repeal of such section.Source  Laws 1996, LB 681, § 164.