reglab/housing_qa huggingface dataset:
NE Code § 21-2,189 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,189 - Known claims against dissolved corporation.

21-2,189.  Known claims against dissolved corporation.(MBCA 14.06) (a) A dissolved corporation may dispose of the known claims against it by notifying its known claimants in writing of the dissolution at any time after its effective date.(b) The written notice must:(1) Describe information that must be included in a claim;(2) Provide a mailing address where a claim may be sent;(3) State the deadline, which may not be fewer than one hundred twenty days after the effective date of the written notice, by which the dissolved corporation must receive the claim; and(4) State that the claim will be barred if not received by the deadline.(c) A claim against the dissolved corporation is barred:(1) If a claimant who was given written notice under subsection (b) of this section does not deliver the claim to the dissolved corporation by the deadline; or(2) If a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within ninety days after the effective date of the rejection notice.(d) For purposes of this section, claim does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.Source Laws 2014, LB749, § 189.
NE Code § 21-2,190 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,190 - Other claims against dissolved corporation.

21-2,190.  Other claims against dissolved corporation.(MBCA 14.07) (a) A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the dissolved corporation present them in accordance with the notice.(b) The notice must:(1) Be published one time in a newspaper of general circulation in the county where the dissolved corporation's principal office, or, if none in this state, its registered office, is or was last located;(2) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and(3) State that a claim against the dissolved corporation will be barred unless a proceeding to enforce the claim is commenced within three years after the publication of the notice.(c) If the dissolved corporation publishes a newspaper notice in accordance with subsection (b) of this section, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within three years after the publication date of the newspaper notice:(1) A claimant who was not given written notice under section 21-2,189;(2) A claimant whose claim was timely sent to the dissolved corporation but not acted on; or(3) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.(d) A claim that is not barred by subsection (b) of section 21-2,189 or subsection (c) of this section may be enforced:(1) Against the dissolved corporation to the extent of its undistributed assets; or(2) Except as provided in subsection (d) of section 21-2,191, if the assets have been distributed in liquidation, against a shareholder of the dissolved corporation to the extent of the shareholder's pro rata share of the claim or the corporate assets distributed to the shareholder in liquidation, whichever is less, but a shareholder's total liability for all claims under this section may not exceed the total amount of assets distributed to the shareholder.Source Laws 2014, LB749, § 190.
NE Code § 21-2,191 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,191 - Court proceedings.

21-2,191.  Court proceedings.(MBCA 14.08) (a) A dissolved corporation that has published a notice under section 21-2,190 may file an application with the district court of the county where the dissolved corporation's principal office, or, if none in this state, its registered office, is located for a determination of the amount and form of security to be provided for payment of claims that are contingent or have not been made known to the dissolved corporation or that are based on an event occurring after the effective date of dissolution but that, based on the facts known to the dissolved corporation, are reasonably estimated to arise after the effective date of dissolution. Provision need not be made for any claim that is or is reasonably anticipated to be barred under subsection (c) of section 21-2,190.(b) Within ten days after the filing of the application, notice of the proceeding shall be given by the dissolved corporation to each claimant holding a contingent claim whose contingent claim is shown on the records of the dissolved corporation.(c) The court may appoint a guardian ad litem to represent all claimants whose identities are unknown in any proceeding brought under this section. The reasonable fees and expenses of such guardian, including all reasonable expert witness fees, shall be paid by the dissolved corporation.(d) Provision by the dissolved corporation for security in the amount and the form ordered by the court under subsection (a) of this section shall satisfy the dissolved corporation's obligations with respect to claims that are contingent, have not been made known to the dissolved corporation, or are based on an event occurring after the effective date of dissolution, and such claims may not be enforced against a shareholder who received assets in liquidation.Source Laws 2014, LB749, § 191.
NE Code § 21-2,192 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,192 - Director duties.

21-2,192.  Director duties.(MBCA 14.09) (a) Directors shall cause the dissolved corporation to discharge or make reasonable provision for the payment of claims and make distributions of assets to shareholders after payment or provision for claims.(b) Directors of a dissolved corporation which has disposed of claims under section 21-2,189, 21-2,190, or 21-2,191 shall not be liable for breach of subsection (a) of this section with respect to claims against the dissolved corporation that are barred or satisfied under section 21-2,189, 21-2,190, or 21-2,191.Source Laws 2014, LB749, § 192.
NE Code § 21-2,193 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,193 - Grounds for administrative dissolution.

21-2,193.  Grounds for administrative dissolution.(MBCA 14.20) The Secretary of State may commence a proceeding under section 21-2,194 to administratively dissolve a corporation if:(1) The corporation is without a registered agent or registered office in this state for sixty days or more;(2) The corporation does not notify the Secretary of State within sixty days that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued; or(3) The corporation's period of duration stated in its articles of incorporation expires.Source Laws 2014, LB749, § 193.
NE Code § 21-2,194 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,194 - Procedure for and effect of administrative dissolution.

21-2,194.  Procedure for and effect of administrative dissolution.(MBCA 14.21) (a) If the Secretary of State determines that one or more grounds exist under section 21-2,193 for dissolving a corporation, the Secretary of State shall serve the corporation with written notice of such determination under section 21-236.(b) If the corporation 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 within sixty days after service of the notice is perfected under section 21-236, the Secretary of State shall administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The Secretary of State shall file the original of the certificate and serve a copy on the corporation under section 21-236.(c) A corporation administratively dissolved continues its corporate existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs under section 21-2,188 and notify claimants under sections 21-2,189 and 21-2,190.(d) The administrative dissolution of a corporation does not terminate the authority of its registered agent.Source Laws 2014, LB749, § 194.
NE Code § 21-2,195 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,195 - Reinstatement following administrative dissolution.

21-2,195.  Reinstatement following administrative dissolution.(MBCA 14.22) (a) A corporation administratively dissolved under section 21-2,194 may apply to the Secretary of State for reinstatement within five years after the effective date of dissolution. The application must:(1) Recite the name of the corporation and the effective date of its administrative dissolution;(2) State that the ground or grounds for dissolution either did not exist or have been eliminated; and(3) State that the corporation's name satisfies the requirements of section 21-230.(b) If the Secretary of State determines (1) that the application for reinstatement contains the information required by subsection (a) of this section and that the information is correct and (2) that the corporation has paid to the Secretary of State all delinquent fees and has delivered to the Secretary of State a properly executed and signed biennial report, the Secretary of State shall cancel the certificate of dissolution and prepare a certificate of reinstatement that recites such determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the corporation under section 21-236.(c) A corporation that has been administratively dissolved under section 21-2,194 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 21-205, must:(1) Recite the name of the corporation and the effective date of its administrative dissolution;(2) State that the ground or grounds for dissolution either did not exist or have been eliminated;(3) State that the corporation's name satisfies the requirements of section 21-230;(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 (1) that the application for late reinstatement contains the information required by subsection (c) of this section and that the information is correct and (2) that the corporation has paid to the Secretary of State all delinquent fees and has delivered to the Secretary of State a properly executed and signed biennial report, the Secretary of State shall cancel the certificate of dissolution and prepare a certificate of late reinstatement that recites such determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the corporation under section 21-236.(e) When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation resumes carrying on its business as if the administrative dissolution had never occurred.Source  Laws 2014, LB749, § 195;  Laws 2015, LB279, § 4.
NE Code § 21-2,196 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,196 - Appeal from denial of reinstatement.

21-2,196.  Appeal from denial of reinstatement.(MBCA 14.23) (a) If the Secretary of State denies a corporation's application for reinstatement following administrative dissolution, the Secretary of State shall serve the corporation under section 21-236 with a written notice that explains the reason or reasons for denial.(b) The corporation may appeal the denial of reinstatement to the district court of Lancaster County within thirty days after service of the notice of denial is perfected. The corporation appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the Secretary of State's certificate of dissolution, the corporation's application for reinstatement, and the Secretary of State's notice of denial.(c) The court may summarily order the Secretary of State to reinstate the dissolved corporation or may take other action the court considers appropriate.(d) The court's final decision may be appealed as in other civil proceedings.Source Laws 2014, LB749, § 196.
NE Code § 21-2,197 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,197 - Grounds for judicial dissolution.

21-2,197.  Grounds for judicial dissolution.(MBCA 14.30) (a) Except as provided in subdivision (2)(ii) of this subsection, the court may dissolve a corporation:(1) In a proceeding by the Attorney General if it is established that:(i) The corporation obtained its articles of incorporation through fraud; or(ii) The corporation has continued to exceed or abuse the authority conferred upon it by law;(2)(i) In a proceeding by a shareholder if it is established that:(A) The directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally because of the deadlock;(B) The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent;(C) The shareholders are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired; or(D) The corporate assets are being misapplied or wasted; and(ii) The right to bring a proceeding under this subdivision does not apply to shareholders of a bank, trust company, or stock-owned savings and loan association;(3) In a proceeding by a creditor if it is established that:(i) The creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or(ii) The corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent;(4) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision; or(5) In a proceeding by a shareholder if the corporation has abandoned its business and has failed within a reasonable time to liquidate and distribute its assets and dissolve.(b) Subdivision (a)(2) of this section shall not apply in the case of a corporation that, on the date of the filing of the proceeding, has shares which are:(1) A covered security under section (18)(b)(1)(A) or (B) of the Securities Act of 1933, as amended; or(2) Not a covered security, but are held by at least three hundred shareholders and the shares outstanding have a market value of at least twenty million dollars, exclusive of the value of such shares held by the corporation's subsidiaries, senior executives, directors, beneficial shareholders, and voting trust beneficial owners owning more than ten percent of such shares.(c) In subsection (a) of this section, shareholder means a record shareholder, a beneficial shareholder, and an unrestricted voting trust beneficial owner; in subsection (b) of this section, shareholder means a record shareholder, a beneficial shareholder, and a voting trust beneficial owner.Source  Laws 2014, LB749, § 197;  Laws 2017, LB35, § 24.
NE Code § 21-2,198 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,198 - Procedure for judicial dissolution.

21-2,198.  Procedure for judicial dissolution.(MBCA 14.31) (a) Venue for a proceeding by the Attorney General to dissolve a corporation lies in the district court of Lancaster County. Venue for a proceeding brought by any other party named in subsection (a) of section 21-2,197 lies in the district court of the county where a corporation's principal office, or, if none in this state, its registered office, is or was last located.(b) It is not necessary to make shareholders parties to a proceeding to dissolve a corporation unless relief is sought against them individually.(c) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing can be held.(d) Within ten days of the commencement of a proceeding to dissolve a corporation under subdivision (a)(2) of section 21-2,197, the corporation must send to all shareholders, other than the petitioner, a notice stating that the shareholders are entitled to avoid the dissolution of the corporation by electing to purchase the petitioner's shares under section 21-2,201 and accompanied by a copy of section 21-2,201.Source Laws 2014, LB749, § 198.
NE Code § 21-2,199 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,199 - Receivership or custodianship.

21-2,199.  Receivership or custodianship.(MBCA 14.32) (a) Unless an election to purchase has been filed under section 21-2,201, a court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the business and affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has jurisdiction over the corporation and all of its property wherever located.(b) The court may appoint an individual or a domestic or foreign corporation, authorized to transact business in this state, as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.(c) The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. Among other powers:(1) The receiver (i) may dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court, and (ii) may sue and defend in his or her own name as receiver of the corporation in all courts of this state; and(2) The custodian may exercise all of the powers of the corporation, through or in place of its board of directors, to the extent necessary to manage the affairs of the corporation in the best interests of its shareholders and creditors.(d) The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the corporation, its shareholders, and creditors.(e) The court from time to time during the receivership or custodianship may order compensation paid and expenses paid or reimbursed to the receiver or custodian from the assets of the corporation or proceeds from the sale of the assets.Source Laws 2014, LB749, § 199.
NE Code § 21-2,200 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,200 - Decree of dissolution.

21-2,200.  Decree of dissolution.(MBCA 14.33) (a) If after a hearing the court determines that one or more grounds for judicial dissolution described in section 21-2,197 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the Secretary of State who shall file it.(b) After entering the decree of dissolution, the court shall direct the winding-up and liquidation of the corporation's business and affairs in accordance with section 21-2,188 and the notification of claimants in accordance with sections 21-2,189 and 21-2,190.Source Laws 2014, LB749, § 200.
NE Code § 21-2,202 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,202 - Deposit with State Treasurer.

21-2,202.  Deposit with State Treasurer.(MBCA 14.40) Assets of a dissolved corporation that should be transferred to a creditor, claimant, or shareholder of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash and deposited with the State Treasurer in accordance with the Uniform Disposition of Unclaimed Property Act. When the creditor, claimant, or shareholder furnishes satisfactory proof of entitlement to the amount deposited, the State Treasurer shall pay such person or his or her representative that amount in accordance with the act.Source Laws 2014, LB749, § 202.Cross References  Uniform Disposition of Unclaimed Property Act, see section 69-1329.
NE Code § 21-2,203 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,203 - Authority to transact business required.

21-2,203.  Authority to transact business required.(MBCA 15.01) (a) A foreign corporation may not transact business in this state until it obtains a certificate of authority from the Secretary of State.(b) The following activities, among others, do not constitute transacting business within the meaning of subsection (a) of this section:(1) Maintaining, defending, or settling any proceeding;(2) Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs;(3) Maintaining bank accounts;(4) Maintaining offices or agencies for the transfer, exchange, and registration of the corporation's own securities or maintaining trustees or depositaries with respect to those securities;(5) Selling through independent contractors;(6) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;(7) Creating or acquiring indebtedness, mortgages, and security interests in real or personal property;(8) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts;(9) Owning, without more, real or personal property;(10) Conducting an isolated transaction that is completed within thirty days and that is not one in the course of repeated transactions of a like nature;(11) Transacting business in interstate commerce; or(12) Acting as a foreign corporate trustee to the extent authorized under section 30-3820.(c) The list of activities in subsection (b) of this section is not exhaustive.(d) The requirements of the Nebraska Model Business Corporation Act are not applicable to foreign or alien insurers which are subject to the requirements of Chapter 44.Source Laws 2014, LB749, § 203.