reglab/housing_qa huggingface dataset:
NE Code § 21-235 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-235 - Resignation of registered agent.

21-235.  Resignation of registered agent.(MBCA 5.03) (a) A registered agent may resign the agent's appointment by signing and delivering to the Secretary of State for filing the signed original and two exact or conformed copies of a statement of resignation. The statement may include a statement that the registered office is also discontinued.(b) After filing the statement the Secretary of State shall mail one copy to the registered office, if not discontinued, and the other copy to the corporation at its principal office.(c) The agency appointment 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 2014, LB749, § 35.
NE Code § 21-236 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-236 - Service on corporation.

21-236.  Service on corporation.(MBCA 5.04) (a) A corporation's registered agent is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the corporation.(b) If a corporation has no registered agent, or the agent cannot with reasonable diligence be served, the corporation may be served by registered or certified mail, return receipt requested, addressed to the secretary of the corporation at its principal office. Service is perfected under this subsection at the earliest of:(1) The date the corporation receives the mail;(2) The date shown on the return receipt, if signed on behalf of the corporation; or(3) Five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed.(c) This section does not prescribe the only means, or necessarily the required means, of serving a corporation.Source Laws 2014, LB749, § 36.
NE Code § 21-237 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-237 - Authorized shares.

21-237.  Authorized shares.(MBCA 6.01) (a) The articles of incorporation must set forth any classes of shares and series of shares within a class, and the number of shares of each class and series, that the corporation is authorized to issue. If more than one class or series of shares is authorized, the articles of incorporation must prescribe a distinguishing designation for each class or series and must describe, prior to the issuance of shares of a class or series, the terms, including the preferences, rights, and limitations, of that class or series. Except to the extent varied as permitted by this section, all shares of a class or series must have terms, including preferences, rights, and limitations that are identical with those of other shares of the same class or series.(b) The articles of incorporation must authorize:(1) One or more classes or series of shares that together have unlimited voting rights; and(2) One or more classes or series of shares, which may be the same class or classes as those with voting rights, that together are entitled to receive the net assets of the corporation upon dissolution.(c) The articles of incorporation may authorize one or more classes or series of shares that:(1) Have special, conditional, or limited voting rights, or no right to vote, except to the extent otherwise provided by the Nebraska Model Business Corporation Act;(2) Are redeemable or convertible as specified in the articles of incorporation:(i) At the option of the corporation, the shareholder, or another person or upon the occurrence of a specified event;(ii) For cash, indebtedness, securities, or other property; and(iii) At prices and in amounts specified or determined in accordance with a formula;(3) Entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative, or partially cumulative; or(4) Have preference over any other class or series of shares with respect to distributions, including distributions upon the dissolution of the corporation.(d) Terms of shares may be made dependent upon facts objectively ascertainable outside the articles of incorporation in accordance with subsection (k) of section 21-203.(e) Any of the terms of shares may vary among holders of the same class or series so long as such variations are expressly set forth in the articles of incorporation.(f) The description of the preferences, rights, and limitations of classes or series of shares in subsection (c) of this section is not exhaustive.Source Laws 2014, LB749, § 37.
NE Code § 21-238 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-238 - Terms of class or series determined by board of directors.

21-238.  Terms of class or series determined by board of directors.(MBCA 6.02) (a) If the articles of incorporation so provide, the board of directors is authorized, without shareholder approval, to:(1) Classify any unissued shares into one or more classes or into one or more series within a class;(2) Reclassify any unissued shares of any class into one or more classes or into one or more series within one or more classes; or(3) Reclassify any unissued shares of any series of any class into one or more classes or into one or more series within a class.(b) If the board of directors acts pursuant to subsection (a) of this section, it must determine the terms, including the preferences, rights, and limitations, to the same extent permitted under section 21-237, of:(1) Any class of shares before the issuance of any shares of that class; or(2) Any series within a class before the issuance of any shares of that series.(c) Before issuing any shares of a class or series created under this section, the corporation must deliver to the Secretary of State for filing articles of amendment setting forth the terms determined under subsection (a) of this section.Source Laws 2014, LB749, § 38.
NE Code § 21-239 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-239 - Issued and outstanding shares.

21-239.  Issued and outstanding shares.(MBCA 6.03) (a) A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted, or canceled.(b) The reacquisition, redemption, or conversion of outstanding shares is subject to the limitations of subsection (c) of this section and to section 21-252.(c) At all times that shares of the corporation are outstanding, one or more shares that together have unlimited voting rights and one or more shares that together are entitled to receive the net assets of the corporation upon dissolution must be outstanding.Source Laws 2014, LB749, § 39.
NE Code § 21-240 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-240 - Fractional shares.

21-240.  Fractional shares.(MBCA 6.04) (a) A corporation may:(1) Issue fractions of a share or pay in money the value of fractions of a share;(2) Arrange for disposition of fractional shares by the shareholders; and(3) Issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share.(b) Each certificate representing scrip must be conspicuously labeled scrip and must contain the information required by subsection (b) of section 21-246.(c) The holder of a fractional share is entitled to exercise the rights of a shareholder, including the right to vote, to receive dividends, and to participate in the assets of the corporation upon liquidation. The holder of scrip is not entitled to any of these rights unless the scrip provides for them.(d) The board of directors may authorize the issuance of scrip subject to any condition considered desirable, including:(1) That the scrip will become void if not exchanged for full shares before a specified date; and(2) That the shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders.Source Laws 2014, LB749, § 40.
NE Code § 21-241 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-241 - Subscription for shares before incorporation.

21-241.  Subscription for shares before incorporation.(MBCA 6.20) (a) A subscription for shares entered into before incorporation is irrevocable for six months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation.(b) The board of directors may determine the payment terms of subscription for shares that were entered into before incorporation, unless the subscription agreement specifies them. A call for payment by the board of directors must be uniform so far as practicable as to all shares of the same class or series, unless the subscription agreement specifies otherwise.(c) Shares issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement.(d) If a subscriber defaults in payment of money or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may rescind the agreement and may sell the shares if the debt remains unpaid for more than twenty days after the corporation sends written demand for payment to the subscriber.(e) A subscription agreement entered into after incorporation is a contract between the subscriber and the corporation subject to section 21-242.Source Laws 2014, LB749, § 41.
NE Code § 21-242 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-242 - Issuance of shares.

21-242.  Issuance of shares.(MBCA 6.21) (a) The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation.(b) The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, contracts for services to be performed, or other securities of the corporation.(c) Before the corporation issues shares, the board of directors must determine that the consideration received or to be received for shares to be issued is adequate. That determination by the board of directors is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid, and nonassessable.(d) When the corporation receives the consideration for which the board of directors authorized the issuance of shares, the shares issued therefor are fully paid and nonassessable.(e) The corporation may place in escrow shares issued for a contract for future services or benefits or a promissory note, or make other arrangements to restrict the transfer of the shares, and may credit distributions in respect of the shares against their purchase price until the services are performed, the note is paid, or the benefits received. If the services are not performed, the note is not paid, or the benefits are not received, the shares escrowed or restricted and the distributions credited may be canceled in whole or part.(f)(1) An issuance of shares or other securities convertible into or rights exercisable for shares, in a transaction or a series of integrated transactions, requires approval of the shareholders at a meeting at which a quorum consisting of at least a majority of the votes entitled to be cast on the matter exists if:(i) The shares, other securities, or rights are issued for consideration other than cash or cash equivalents; and(ii) The voting power of shares that are issued and issuable as a result of the transaction or series of integrated transactions will comprise more than twenty percent of the voting power of the shares of the corporation that were outstanding immediately before the transaction.(2) In this subsection:(i) For purposes of determining the voting power of shares issued and issuable as a result of a transaction or series of integrated transactions, the voting power of shares shall be the greater of (A) the voting power of the shares to be issued or (B) the voting power of the shares that would be outstanding after giving effect to the conversion of convertible shares and other securities and the exercise of rights to be issued; and(ii) A series of transactions is integrated if consummation of one transaction is made contingent on consummation of one or more of the other transactions.Source Laws 2014, LB749, § 42.
NE Code § 21-243 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-243 - Liability of shareholders.

21-243.  Liability of shareholders.(MBCA 6.22) (a) A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued under section 21-242 or specified in the subscription agreement under section 21-241.(b) Unless otherwise provided in the articles of incorporation, a shareholder of a corporation is not personally liable for the acts or debts of the corporation, except that he or she may become personally liable by reason of his or her own acts or conduct.Source Laws 2014, LB749, § 43.
NE Code § 21-244 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-244 - Share dividends.

21-244.  Share dividends.(MBCA 6.23) (a) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation's shareholders or to the shareholders of one or more classes or series. An issuance of shares under this subsection is a share dividend.(b) Shares of one class or series may not be issued as a share dividend in respect of shares of another class or series unless (1) the articles of incorporation so authorize, (2) a majority of the votes entitled to be cast by the class or series to be issued approve the issue, or (3) there are no outstanding shares of the class or series to be issued.(c) If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, it is the date the board of directors authorizes the share dividend.Source Laws 2014, LB749, § 44.
NE Code § 21-245 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-245 - Share options and other awards.

21-245.  Share options and other awards.(MBCA 6.24) (a) A corporation may issue rights, options, or warrants for the purchase of shares or other securities of the corporation. The board of directors shall determine (1) the terms upon which the rights, options, or warrants are issued and (2) the terms, including the consideration for which the shares or other securities are to be issued. The authorization by the board of directors for the corporation to issue such rights, options, or warrants constitutes authorization of the issuance of the shares or other securities for which the rights, options, or warrants are exercisable.(b) The terms and conditions of such rights, options, or warrants, including those outstanding on January 1, 2017, may include, without limitation, restrictions or conditions that:(1) Preclude or limit the exercise, transfer, or receipt of such rights, options, or warrants by any person or persons owning or offering to acquire a specified number or percentage of the outstanding shares or other securities of the corporation or by any transferee or transferees of any such person or persons; or(2) Invalidate or void such rights, options, or warrants held by any such person or persons or any such transferee or transferees.(c) The board of directors may authorize one or more officers to (1) designate the recipients of rights, options, warrants, or other equity compensation awards that involve the issuance of shares and (2) determine, within an amount and subject to any other limitations established by the board and, if applicable, the stockholders, the number of such rights, options, warrants, or other equity compensation awards and the terms thereof to be received by the recipients, except that an officer may not use such authority to designate himself or herself or any other persons as the board of directors may specify as a recipient of such rights, options, warrants, or other equity compensation awards.Source  Laws 2014, LB749, § 45;  Laws 2015, LB157, § 1.
NE Code § 21-246 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-246 - Form and content of certificates.

21-246.  Form and content of certificates.(MBCA 6.25) (a) Shares may but need not be represented by certificates. Unless the Nebraska Model Business Corporation Act or another statute expressly provides otherwise, the rights and obligations of shareholders are identical whether or not their shares are represented by certificates.(b) At a minimum each share certificate must state on its face:(1) The name of the issuing corporation and that it is organized under the law of this state;(2) The name of the person to whom issued; and(3) The number and class of shares and the designation of the series, if any, the certificate represents.(c) If the issuing corporation is authorized to issue different classes of shares or different series within a class, the designations, relative rights, preferences, and limitations applicable to each class and the variations in rights, preferences, and limitations determined for each series, and the authority of the board of directors to determine variations for future series, must be summarized on the front or back of each certificate. Alternatively, each certificate may state conspicuously on its front or back that the corporation will furnish the shareholder this information on request in writing and without charge.(d) Each share certificate (1) must be signed, either manually or in facsimile, by two officers designated in the bylaws or by the board of directors and (2) may bear the corporate seal or its facsimile.(e) If the person who signed, either manually or in facsimile, a share certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid.Source Laws 2014, LB749, § 46.
NE Code § 21-247 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-247 - Shares without certificates.

21-247.  Shares without certificates.(MBCA 6.26) (a) Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issue of some or all of the shares of any or all of its classes or series without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the corporation.(b) Within a reasonable time after the issue or transfer of shares without certificates, the corporation shall send the shareholder a written statement of the information required on certificates by subsections (b) and (c) of section 21-246, and, if applicable, section 21-248.Source Laws 2014, LB749, § 47.
NE Code § 21-248 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-248 - Restriction on transfer of shares and other securities.

21-248.  Restriction on transfer of shares and other securities.(MBCA 6.27) (a) The articles of incorporation, bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction.(b) A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this section and its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by subsection (b) of section 21-247. Unless so noted or contained, a restriction is not enforceable against a person without knowledge of the restriction.(c) A restriction on the transfer or registration of transfer of shares is authorized:(1) To maintain the corporation's status when it is dependent on the number or identity of its shareholders;(2) To preserve exemptions under federal or state securities law or under the Internal Revenue Code; or(3) For any other reasonable purpose.(d) A restriction on the transfer or registration of transfer of shares may:(1) Obligate the shareholder first to offer the corporation or other persons, separately, consecutively, or simultaneously, an opportunity to acquire the restricted shares;(2) Obligate the corporation or other persons, separately, consecutively, or simultaneously, to acquire the restricted shares;(3) Require the corporation, the holders of any class of its shares, or another person to approve the transfer of the restricted shares, if the requirement is not manifestly unreasonable; or(4) Prohibit the transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable.(e) For purposes of this section, shares includes a security convertible into or carrying a right to subscribe for or acquire shares.Source Laws 2014, LB749, § 48.
NE Code § 21-249 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-249 - Expense of issue.

21-249.  Expense of issue.(MBCA 6.28) A corporation may pay the expenses of selling or underwriting its shares and of organizing or reorganizing the corporation from the consideration received for shares.Source Laws 2014, LB749, § 49.