reglab/housing_qa huggingface dataset:
NE Code § 21-520 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-520 - Limitations on liability.

21-520.  Limitations on liability.(a) A person is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of:(1) a protected series of a series limited liability company solely by reason of being or acting as:(A) an associated member, protected-series manager, or protected-series transferee of the protected series; or(B) a member, manager, or a transferee of the company; or(2) a series limited liability company solely by reason of being or acting as an associated member, protected-series manager, or protected-series transferee of a protected series of the company.(b) Subject to section 21-523, the following rules apply:(1) A debt, obligation, or other liability of a series limited liability company is solely the debt, obligation, or liability of the company.(2) A debt, obligation, or other liability of a protected series is solely the debt, obligation, or liability of the protected series.(3) A series limited liability company is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of a protected series of the company solely by reason of the protected series being a protected series of the company or the company:(A) being or acting as a protected-series manager of the protected series;(B) having the protected series manage the company; or(C) owning a protected-series transferable interest of the protected series.(4) A protected series of a series limited liability company is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the company or another protected series of the company solely by reason of:(A) being a protected series of the company;(B) being or acting as a manager of the company or a protected-series manager of another protected series of the company; or(C) having the company or another protected series of the company be or act as a protected-series manager of the protected series.Source  Laws 2018, LB1121, § 21;  Laws 2019, LB78, § 9.
NE Code § 21-521 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-521 - Claim seeking to disregard limitation of liability.

21-521.  Claim seeking to disregard limitation of liability.(a) Except as otherwise provided in subsection (b) of this section, a claim seeking to disregard a limitation in section 21-520 is governed by the principles of law and equity, including a principle providing a right to a creditor or holding a person liable for a debt, obligation, or other liability of another person, which would apply if each protected series of a series limited liability company were a limited liability company formed separately from the series limited liability company and distinct from the series limited liability company and any other protected series of the series limited liability company.(b) The failure of a limited liability company or a protected series to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground to disregard a limitation in subsection (a) of section 21-520 but may be a ground to disregard a limitation in subsection (b) of section 21-520.(c) This section applies to a claim seeking to disregard a limitation of liability applicable to a foreign series limited liability company or foreign protected series and comparable to a limitation stated in section 21-520, if:(1) the claimant is a resident of this state or doing business or authorized to do business in this state; or(2) the claim is to establish or enforce a liability arising under law of this state other than the Nebraska Uniform Protected Series Act or from an act or omission in this state.Source  Laws 2018, LB1121, § 22;  Laws 2019, LB78, § 10.
NE Code § 21-522 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-522 - Remedies of judgment creditor of associated member or protected-series transferee.

21-522.  Remedies of judgment creditor of associated member or protected-series transferee.Section 21-142 applies to a judgment creditor of:(1) an associated member or protected-series transferee of a protected series; or(2) a series limited liability company, to the extent the company owns a protected-series transferable interest of a protected series.Source  Laws 2018, LB1121, § 23;  Laws 2019, LB78, § 11.
NE Code § 21-523 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-523 - Enforcement against nonassociated asset.

21-523.  Enforcement against nonassociated asset.(a) In this section:(1) Enforcement date means 12:01 a.m. on the date on which a claimant first serves process on a series limited liability company or protected series in an action seeking to enforce under this section a claim against an asset of the company or protected series by attachment, levy, or the like.(2) Subject to subsection (b) of section 21-534, incurrence date means the date on which a series limited liability company or protected series incurred the liability giving rise to a claim that a claimant seeks to enforce under this section.(b) If a claim against a series limited liability company or a protected series of the company has been reduced to judgment, in addition to any other remedy provided by law or equity, the judgment may be enforced in accordance with the following rules:(1) A judgment against the company may be enforced against an asset of a protected series of the company if the asset:(A) was a nonassociated asset of the protected series on the incurrence date; or(B) is a nonassociated asset of the protected series on the enforcement date.(2) A judgment against a protected series may be enforced against an asset of the company if the asset:(A) was a nonassociated asset of the company on the incurrence date; or(B) is a nonassociated asset of the company on the enforcement date.(3) A judgment against a protected series may be enforced against an asset of another protected series of the company if the asset:(A) was a nonassociated asset of the other protected series on the incurrence date; or(B) is a nonassociated asset of the other protected series on the enforcement date.(c) In addition to any other remedy provided by law or equity, if a claim against a series limited liability company or a protected series has not been reduced to a judgment and law other than the Nebraska Uniform Protected Series Act permits a prejudgment remedy by attachment, levy, or the like, the court may apply subsection (b) of this section as a prejudgment remedy.(d) In a proceeding under this section, the party asserting that an asset is or was an associated asset of a series limited liability company or a protected series of the company has the burden of proof on the issue.(e) This section applies to an asset of a foreign series limited liability company or foreign protected series if:(1) the asset is real or tangible property located in this state;(2) the claimant is a resident of this state or doing business or authorized to do business in this state, or the claim under this section is to enforce a judgment, or to seek a prejudgment remedy, pertaining to a liability arising from law of this state other than the Nebraska Uniform Protected Series Act or an act or omission in this state; and(3) the asset is not identified in the records of the foreign series limited liability company or foreign protected series in a manner comparable to the manner required by section 21-515.Source  Laws 2018, LB1121, § 24;  Laws 2019, LB78, § 12.
NE Code § 21-524 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-524 - Events causing dissolution of protected series.

21-524.  Events causing dissolution of protected series.A protected series of a series limited liability company is dissolved, and its activities and affairs must be wound up, only on the:(1) dissolution of the company;(2) occurrence of an event or circumstance the operating agreement states causes dissolution of the protected series;(3) affirmative vote or consent of all members; or(4) entry by the court of an order dissolving the protected series on application by an associated member or protected-series manager of the protected series:(A) in accordance with section 21-508; and(B) to the same extent, in the same manner, and on the same grounds the court would enter an order dissolving a limited liability company on application by a member or manager of the company; or(5) entry by the court of an order dissolving the protected series on application by the company or a member of the company on the ground that the conduct of all or substantially all the activities and affairs of the protected series is illegal.Source Laws 2018, LB1121, § 25.
NE Code § 21-525 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-525 - Winding up dissolved protected series.

21-525.  Winding up dissolved protected series.(a) Subject to subsections (b) and (c) of this section and in accordance with section 21-508:(1) a dissolved protected series shall wind up its activities and affairs in the same manner that a limited liability company winds up its activities and affairs under sections 21-147 to 21-154, subject to the same requirements and conditions and with the same effects; and(2) judicial supervision or another judicial remedy is available in the winding up of the protected series to the same extent, in the same manner, under the same conditions, and with the same effects that apply under subsection (e) of section 21-148.(b) When a protected series of a series limited liability company dissolves, the company shall deliver to the Secretary of State for filing a statement of protected-series dissolution stating the name of the company and the protected series and that the protected series is dissolved. The filing of the statement by the Secretary of State has the same effect as the filing by the Secretary of State of a statement of dissolution under subdivision (d)(2)(A) of section 21-103.(c) When a protected series of a series limited liability company has completed winding up, the company may deliver to the Secretary of State for filing a statement of designation cancellation stating the name of the company and the protected series and that the protected series is terminated. The filing of the statement by the Secretary of State has the same effect as the filing by the Secretary of State of a statement of termination under subdivision (d)(2)(B) of section 21-103.(d) A series limited liability company has not completed its winding up until each of the protected series of the company has completed its winding up.Source  Laws 2018, LB1121, § 26;  Laws 2019, LB78, § 13.
NE Code § 21-526 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-526 - Effect of reinstatement of series limited liability company or revocation of voluntary dissolution.

21-526.  Effect of reinstatement of series limited liability company or revocation of voluntary dissolution.If a series limited liability company that has been administratively dissolved is reinstated, or a series limited liability company that voluntarily dissolved rescinds its dissolution:(1) each protected series of the company ceases winding up; and(2) section 21-152 applies to each protected series of the company in accordance with section 21-508.Source  Laws 2018, LB1121, § 27;  Laws 2019, LB78, § 14.
NE Code § 21-527 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-527 - Definitions.

21-527.  Definitions.In sections 21-527 to 21-534:(1) After a merger or after the merger means when a merger under section 21-530 becomes effective and afterwards.(2) Before a merger or before the merger means before a merger under section 21-530 becomes effective.(3) Continuing protected series means a protected series of a surviving company which continues in uninterrupted existence after a merger under section 21-530.(4) Merging company means a limited liability company that is party to a merger under section 21-530.(5) Nonsurviving company means a merging company that does not continue in existence after a merger under section 21-530.(6) Relocated protected series means a protected series of a nonsurviving company which, after a merger under section 21-530, continues in uninterrupted existence as a protected series of the surviving company.(7) Surviving company means a merging company that continues in existence after a merger under section 21-530.Source Laws 2018, LB1121, § 28.
NE Code § 21-528 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-528 - Protected series; prohibited acts.

21-528.  Protected series; prohibited acts.A protected series may not:(1) be an acquiring, acquired, converting, converted, merging, or surviving organization;(2) participate in a domestication; or(3) be a party to or be formed, organized, established, or created in a transaction substantially like a merger, interest exchange, conversion, or domestication.Source  Laws 2018, LB1121, § 29;  Laws 2019, LB78, § 15.
NE Code § 21-529 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-529 - Series limited liability company; prohibited acts.

21-529.  Series limited liability company; prohibited acts.A series limited liability company may not be:(1) an acquiring, acquired, converting, converted, domesticating, or domesticated organization; or(2) except as otherwise provided in section 21-530, a party to or the surviving company of a merger.Source  Laws 2018, LB1121, § 30;  Laws 2019, LB78, § 16.
NE Code § 21-530 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-530 - Merger authorized; parties restricted.

21-530.  Merger authorized; parties restricted.A series limited liability company may be party to a merger in accordance with sections 21-171 to 21-174, this section, and sections 21-531 to 21-534 only if:(1) each other party to the merger is a limited liability company; and(2) the surviving company is not created in the merger.Source Laws 2018, LB1121, § 31.
NE Code § 21-531 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-531 - Plan of merger.

21-531.  Plan of merger.In a merger under section 21-530, the plan of merger must:(1) comply with sections 21-171 to 21-174; and(2) state in a record:(A) for any protected series of a nonsurviving company, whether after the merger the protected series will be a relocated protected series or be dissolved, wound up, and terminated;(B) for any protected series of the surviving company which exists before the merger, whether after the merger the protected series will be a continuing protected series or be dissolved, wound up, and terminated;(C) for each relocated protected series or continuing protected series:(i) the name of any person that becomes an associated member or protected-series transferee of the protected series after the merger, any consideration to be paid by, on behalf of, or in respect of the person, the name of the payor, and the name of the payee;(ii) the name of any person whose rights or obligations in the person’s capacity as an associated member or protected-series transferee will change after the merger;(iii) any consideration to be paid to a person who before the merger was an associated member or protected-series transferee of the protected series and the name of the payor; and(iv) if after the merger the protected series will be a relocated protected series, its new name;(D) for any protected series to be established by the surviving company as a result of the merger:(i) the name of the protected series;(ii) any protected-series transferable interest to be owned by the surviving company when the protected series is established; and(iii) the name of and any protected-series transferable interest owned by any person that will be an associated member of the protected series when the protected series is established; and(E) for any person that is an associated member of a relocated protected series and will remain a member after the merger, any amendment to the operating agreement of the surviving company which:(1) is or is proposed to be in a record; and(2) is necessary or appropriate to state the rights and obligations of the person as a member of the surviving company.Source Laws 2018, LB1121, § 32.
NE Code § 21-532 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-532 - Articles of merger.

21-532.  Articles of merger.In a merger under section 21-530, the articles of merger must:(1) comply with sections 21-171 to 21-174; and(2) include as an attachment the following records, each to become effective when the merger becomes effective:(A) for a protected series of a merging company being terminated as a result of the merger, a statement of termination signed by the company;(B) for a protected series of a nonsurviving company which after the merger will be a relocated protected series:(i) a statement of relocation signed by the nonsurviving company which contains the name of the company and the name of the protected series before and after the merger; and(ii) a statement of protected-series designation signed by the surviving company; and(C) for a protected series being established by the surviving company as a result of the merger, a statement of designation signed by the company.Source  Laws 2018, LB1121, § 33;  Laws 2019, LB78, § 17.
NE Code § 21-533 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-533 - Effect of merger.

21-533.  Effect of merger.When a merger under section 21-530 becomes effective, in addition to the effects stated in sections 21-171 to 21-174:(1) as provided in the plan of merger, each protected series of each merging company which was established before the merger:(A) is a relocated protected series or continuing protected series; or(B) is dissolved, wound up, and terminated;(2) any protected series to be established as a result of the merger is established;(3) any relocated protected series or continuing protected series is the same person without interruption as it was before the merger;(4) all property of a relocated protected series or continuing protected series continues to be vested in the protected series without transfer, reversion, or impairment;(5) all debts, obligations, and other liabilities of a relocated protected series or continuing protected series continue as debts, obligations, and other liabilities of the protected series;(6) except as otherwise provided by law or the plan of merger, all the rights, privileges, immunities, powers, and purposes of a relocated protected series or continuing protected series remain in the protected series;(7) the new name of a relocated protected series may be substituted for the former name of the protected series in any pending action or proceeding;(8) if provided in the plan of merger:(A) a person becomes an associated member or protected-series transferee of a relocated protected series or continuing protected series;(B) a person becomes an associated member of a protected series established by the surviving company as a result of the merger;(C) any change in the rights or obligations of a person in the person’s capacity as an associated member or protected-series transferee of a relocated protected series or continuing protected series take effect; and(D) any consideration to be paid to a person that before the merger was an associated member or protected-series transferee of a relocated protected series or continuing protected series is due; and(9) any person that is a member of a relocated protected series becomes a member of the surviving company, if not already a member.Source Laws 2018, LB1121, § 34.
NE Code § 21-534 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-534 - Application of section 21-523 after merger.

21-534.  Application of section 21-523 after merger.(a) A creditor’s right that existed under section 21-523 immediately before a merger under section 21-530 may be enforced after the merger in accordance with the following rules:(1) A creditor’s right that existed immediately before the merger against the surviving company, a continuing protected series, or a relocated protected series continues without change after the merger.(2) A creditor’s right that existed immediately before the merger against a nonsurviving company:(A) may be asserted against an asset of the nonsurviving company which vested in the surviving company as a result of the merger; and(B) does not otherwise change.(3) Subject to subsection (b) of this section, the following rules apply:(A) In addition to the remedy stated in subdivision (a)(1) of this section, a creditor with a right under section 21-523 which existed immediately before the merger against a nonsurviving company or a relocated protected series may assert the right against:(i) an asset of the surviving company, other than an asset of the nonsurviving company which vested in the surviving company as a result of the merger;(ii) an asset of a continuing protected series; or(iii) an asset of a protected series established by the surviving company as a result of the merger;(iv) if the creditor’s right was against an asset of the nonsurviving company, an asset of a relocated series; or(v) if the creditor’s right was against an asset of a relocated protected series, an asset of another relocated protected series.(B) In addition to the remedy stated in subdivision (a)(2) of this section, a creditor with a right that existed immediately before the merger against the surviving company or a continuing protected series may assert the right against:(i) an asset of a relocated protected series; or(ii) an asset of a nonsurviving company which vested in the surviving company as a result of the merger.(b) For the purposes of subdivision (a)(3) of this section and subdivisions (b)(1)(A), (b)(2)(A), and (b)(3)(A) of section 21-523, the incurrence date is deemed to be the date on which the merger becomes effective.(c) A merger under section 21-530 does not affect the manner in which section 21-523 applies to a liability incurred after the merger.Source  Laws 2018, LB1121, § 35;  Laws 2019, LB78, § 18.
NE Code § 21-536 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-536 - No attribution of activities constituting doing business or for establishing jurisdiction.

21-536.  No attribution of activities constituting doing business or for establishing jurisdiction.In determining whether a foreign series limited liability company or foreign protected series of the company does business in this state or is subject to the personal jurisdiction of the courts of this state:(1) the activities and affairs of the company are not attributable to a foreign protected series of the company solely by reason of the foreign protected series being a foreign protected series of the company; and(2) the activities and affairs of a foreign protected series are not attributable to the company or another foreign protected series of the company solely by reason of the foreign protected series being a foreign protected series of the company.Source Laws 2018, LB1121, § 37.