reglab/housing_qa huggingface dataset:
NE Code § 21-157 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-157 - Activities not constituting transacting business.

21-157.  Activities not constituting transacting business.(RULLCA 803) (a) Activities of a foreign limited liability company which do not constitute transacting business in this state within the meaning of sections 21-155 to 21-163 include:(1) maintaining, defending, or settling an action or proceeding;(2) carrying on any activity concerning its internal affairs, including holding meetings of its members or managers;(3) maintaining accounts in financial institutions;(4) maintaining offices or agencies for the transfer, exchange, and registration of the company's own securities or maintaining trustees or depositories with respect to those securities;(5) selling through independent contractors;(6) soliciting or obtaining orders, whether by mail or electronic means 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, or security interests in real or personal property;(8) securing or collecting debts or enforcing mortgages or other security interests in property securing the debts and holding, protecting, or maintaining property so acquired;(9) conducting an isolated transaction that is completed within thirty days and is not in the course of similar transactions; and(10) transacting business in interstate commerce.(b) For purposes of sections 21-155 to 21-163, the ownership in this state of income-producing real property or tangible personal property, other than property excluded under subsection (a) of this section, constitutes transacting business in this state.(c) This section does not apply in determining the contacts or activities that may subject a foreign limited liability company to service of process, taxation, or regulation under law of this state other than the Nebraska Uniform Limited Liability Company Act.Source Laws 2010, LB888, § 57.
NE Code § 21-158 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-158 - Filing of certificate of authority.

21-158.  Filing of certificate of authority.(RULLCA 804) Unless the Secretary of State determines that an application for a certificate of authority does not comply with the filing requirements of the Nebraska Uniform Limited Liability Company Act, the Secretary of State, upon payment of all filing fees, shall file the application of a foreign limited liability company, prepare, sign, and file a certificate of authority to transact business in this state, and send a copy of the filed certificate, together with a receipt for the fees, to the company or its representative.Source Laws 2010, LB888, § 58.
NE Code § 21-159 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-159 - Noncomplying name of foreign limited liability company.

21-159.  Noncomplying name of foreign limited liability company.(RULLCA 805) (a) A foreign limited liability company whose name does not comply with section 21-108 may not obtain a certificate of authority until it adopts, for the purpose of transacting business in this state, an alternate name that complies with section 21-108. A foreign limited liability company that adopts an alternate name under this subsection and obtains a certificate of authority with the alternate name need not comply with any fictitious or assumed name statute. After obtaining a certificate of authority with an alternate name, a foreign limited liability company shall transact business in this state under the alternate name unless the company is authorized under any fictitious or assumed name statute to transact business in this state under another name.(b) If a foreign limited liability company authorized to transact business in this state changes its name to one that does not comply with section 21-108, it may not thereafter transact business in this state until it complies with subsection (a) of this section and obtains an amended certificate of authority.Source Laws 2010, LB888, § 59.
NE Code § 21-160 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-160 - Revocation of certificate of authority.

21-160.  Revocation of certificate of authority.(RULLCA 806) (a) A certificate of authority of a foreign limited liability company to transact business in this state may be revoked by the Secretary of State in the manner provided in subsections (b) and (c) of this section if the company does not:(1) pay, within sixty days after the due date, any fee, tax, or penalty due to the Secretary of State under the Nebraska Uniform Limited Liability Company Act or law other than the act;(2) deliver, within sixty days after the due date, its biennial report required under section 21-125;(3) appoint and maintain an agent for service of process as required by subsection (b) of section 21-113; or(4) deliver for filing a statement of a change under section 21-114 within thirty days after a change has occurred in the name or address of the agent.(b) To revoke a certificate of authority of a foreign limited liability company, the Secretary of State must prepare, sign, and file a notice of revocation and send a copy to the company's agent for service of process in this state, or if the company does not appoint and maintain a proper agent in this state, to the company's designated office. The notice must state:(1) the revocation's effective date, which must be at least sixty days after the date the Secretary of State sends the copy; and(2) the grounds for revocation under subsection (a) of this section.(c) The authority of a foreign limited liability company to transact business in this state ceases on the effective date of the notice of revocation unless before that date the company cures each ground for revocation stated in the notice filed under subsection (b) of this section. If the company cures each ground, the Secretary of State shall file a record so stating.Source Laws 2010, LB888, § 60.
NE Code § 21-161 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-161 - Cancellation of certificate of authority.

21-161.  Cancellation of certificate of authority.(RULLCA 807) To cancel its certificate of authority to transact business in this state, a foreign limited liability company must deliver to the Secretary of State for filing a notice of cancellation stating the name of the company and that the company desires to cancel its certificate of authority. The certificate is canceled when the notice becomes effective.Source Laws 2010, LB888, § 61.
NE Code § 21-162 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-162 - Effect of failure to have certificate of authority.

21-162.  Effect of failure to have certificate of authority.(RULLCA 808) (a) A foreign limited liability company transacting business in this state may not maintain an action or proceeding in this state unless it has a certificate of authority to transact business in this state.(b) The failure of a foreign limited liability company to have a certificate of authority to transact business in this state does not impair the validity of a contract or act of the company or prevent the company from defending an action or proceeding in this state.(c) A member or manager of a foreign limited liability company is not liable for the debts, obligations, or other liabilities of the company solely because the company transacted business in this state without a certificate of authority.Source Laws 2010, LB888, § 62.
NE Code § 21-163 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-163 - Action by Attorney General.

21-163.  Action by Attorney General.(RULLCA 809) The Attorney General may maintain an action to enjoin a foreign limited liability company from transacting business in this state in violation of sections 21-155 to 21-163.Source Laws 2010, LB888, § 63.
NE Code § 21-164 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-164 - Direct action by member.

21-164.  Direct action by member.(RULLCA 901) (a) Subject to subsection (b) of this section, a member may maintain a direct action against another member, a manager, or the limited liability company to enforce the member's rights and otherwise protect the member's interests, including rights and interests under the operating agreement or the Nebraska Uniform Limited Liability Company Act or arising independently of the membership relationship.(b) A member maintaining a direct action under this section must plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited liability company.Source Laws 2010, LB888, § 64.Annotations A member of a limited liability company may file a direct action against only the limited liability company itself, its manager, or another member. Klingelhoefer v. Parker, Grossart, 20 Neb. App. 825, 834 N.W.2d 249 (2013).
NE Code § 21-165 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-165 - Derivative action.

21-165.  Derivative action.(RULLCA 902) A member may maintain a derivative action to enforce a right of a limited liability company if:(1) the member first makes a demand on the other members in a member-managed limited liability company, or the managers of a manager-managed limited liability company, requesting that they cause the company to bring an action to enforce the right, and the managers or other members do not bring the action within a reasonable time; or(2) a demand under subdivision (1) of this section would be futile.Source Laws 2010, LB888, § 65.Annotations This section allows for a derivative action if the member of a limited liability company makes a demand upon the manager of the limited liability company to institute the action unless such demand would be futile. Klingelhoefer v. Parker, Grossart, 20 Neb. App. 825, 834 N.W.2d 249 (2013).
NE Code § 21-166 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-166 - Proper plaintiff.

21-166.  Proper plaintiff.(RULLCA 903) (a) Except as otherwise provided in subsection (b) of this section, a derivative action under section 21-165 may be maintained only by a person that is a member at the time the action is commenced and remains a member while the action continues.(b) If the sole plaintiff in a derivative action dies while the action is pending, the court may permit another member of the limited liability company to be substituted as plaintiff.Source Laws 2010, LB888, § 66.
NE Code § 21-167 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-167 - Complaint.

21-167.  Complaint.(RULLCA 904) In a derivative action under section 21-165, the complaint must state with particularity:(1) the date and content of the plaintiff's demand and the response to the demand by the managers or other members; or(2) if a demand has not been made, the reasons a demand under subdivision (1) of section 21-165 would be futile.Source Laws 2010, LB888, § 67.Annotations A member bringing a derivative action must set forth in the complaint what actions were taken to comply with section 21-165. Klingelhoefer v. Parker, Grossart, 20 Neb. App. 825, 834 N.W.2d 249 (2013).
NE Code § 21-168 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-168 - Special litigation committee.

21-168.  Special litigation committee.(RULLCA 905) (a) If a limited liability company is named as or made a party in a derivative proceeding, the company may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the company. If the company appoints a special litigation committee, on motion by the committee made in the name of the company, except for good cause shown, the court shall stay discovery for the time reasonably necessary to permit the committee to make its investigation. This subsection does not prevent the court from enforcing a person's right to information under section 21-139 or, for good cause shown, granting extraordinary relief in the form of a temporary restraining order or preliminary injunction.(b) A special litigation committee may be composed of one or more disinterested and independent individuals, who may be members.(c) A special litigation committee may be appointed:(1) in a member-managed limited liability company:(A) by the consent of a majority of the members not named as defendants or plaintiffs in the proceeding; and(B) if all members are named as defendants or plaintiffs in the proceeding, by a majority of the members named as defendants; or(2) in a manager-managed limited liability company:(A) by a majority of the managers not named as defendants or plaintiffs in the proceeding; and(B) if all managers are named as defendants or plaintiffs in the proceeding, by a majority of the managers named as defendants.(d) After appropriate investigation, a special litigation committee may determine that it is in the best interests of the limited liability company that the proceeding:(1) continue under the control of the plaintiff;(2) continue under the control of the committee;(3) be settled on terms approved by the committee; or(4) be dismissed.(e) After making a determination under subsection (d) of this section, a special litigation committee shall file with the court a statement of its determination and its report supporting its determination, giving notice to the plaintiff. The court shall determine whether the members of the committee were disinterested and independent and whether the committee conducted its investigation and made its recommendation in good faith, independently, and with reasonable care, with the committee having the burden of proof. If the court finds that the members of the committee were disinterested and independent and that the committee acted in good faith, independently, and with reasonable care, the court shall enforce the determination of the committee. Otherwise, the court shall dissolve the stay of discovery entered under subsection (a) of this section and allow the action to proceed under the direction of the plaintiff.Source Laws 2010, LB888, § 68.
NE Code § 21-169 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-169 - Proceeds and expenses.

21-169.  Proceeds and expenses.(RULLCA 906) (a) Except as otherwise provided in subsection (b) of this section:(1) any proceeds or other benefits of a derivative action under section 21-165, whether by judgment, compromise, or settlement, belong to the limited liability company and not to the plaintiff; and(2) if the plaintiff receives any proceeds, the plaintiff shall remit them immediately to the company.(b) If a derivative action under section 21-165 is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees and costs, from the recovery of the limited liability company.Source Laws 2010, LB888, § 69.
NE Code § 21-171 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-171 - Merger.

21-171.  Merger.(RULLCA 1002) (a) A limited liability company may merge with one or more other constituent organizations pursuant to this section, sections 21-172 to 21-174, and a plan of merger, if:(1) the governing statute of each of the other organizations authorizes the merger;(2) the merger is not prohibited by the law of a jurisdiction that enacted any of the governing statutes; and(3) each of the other organizations complies with its governing statute in effecting the merger.(b) A plan of merger must be in a record and must include:(1) the name and form of each constituent organization;(2) the name and form of the surviving organization and, if the surviving organization is to be created by the merger, a statement to that effect;(3) the terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration;(4) if the surviving organization is to be created by the merger, the surviving organization's organizational documents that are proposed to be in a record; and(5) if the surviving organization is not to be created by the merger, any amendments to be made by the merger to the surviving organization's organizational documents that are, or are proposed to be, in a record.Source Laws 2010, LB888, § 71.
NE Code § 21-172 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-172 - Action on plan of merger by constituent limited liability company.

21-172.  Action on plan of merger by constituent limited liability company.(RULLCA 1003) (a) Subject to section 21-183, a plan of merger must be consented to by all the members of a constituent limited liability company.(b) Subject to section 21-183 and any contractual rights, after a merger is approved, and at any time before articles of merger are delivered to the Secretary of State for filing under section 21-173, a constituent limited liability company may amend the plan or abandon the merger:(1) as provided in the plan; or(2) except as otherwise prohibited in the plan, with the same consent as was required to approve the plan.Source Laws 2010, LB888, § 72.
NE Code § 21-173 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-173 - Filings required for merger; effective date.

21-173.  Filings required for merger; effective date.(RULLCA 1004) (a) After each constituent organization has approved a merger, articles of merger must be signed on behalf of:(1) each constituent limited liability company, as provided in subsection (a) of section 21-119; and(2) each other constituent organization, as provided in its governing statute.(b) Articles of merger under this section must include:(1) the name and form of each constituent organization and the jurisdiction of its governing statute;(2) the name and form of the surviving organization, the jurisdiction of its governing statute, and, if the surviving organization is created by the merger, a statement to that effect;(3) the date the merger is effective under the governing statute of the surviving organization;(4) if the surviving organization is to be created by the merger:(A) if it will be a limited liability company, the company's certificate of organization; or(B) if it will be an organization other than a limited liability company, the organizational document that creates the organization that is in a public record;(5) if the surviving organization preexists the merger, any amendments provided for in the plan of merger for the organizational document that created the organization that are in a public record;(6) a statement as to each constituent organization that the merger was approved as required by the organization's governing statute; and(7) any additional information required by the governing statute of any constituent organization.(c) Each constituent limited liability company shall deliver the articles of merger for filing in the office of the Secretary of State.(d) A merger becomes effective under sections 21-170 to 21-184:(1) if the surviving organization is a limited liability company, upon the later of:(A) compliance with subsection (c) of this section; or(B) subject to subsection (c) of section 21-121, as specified in the articles of merger; or(2) if the surviving organization is not a limited liability company, as provided by the governing statute of the surviving organization.Source Laws 2010, LB888, § 73.
NE Code § 21-174 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-174 - Effect of merger.

21-174.  Effect of merger.(RULLCA 1005) (a) When a merger becomes effective:(1) the surviving organization continues or comes into existence;(2) each constituent organization that merges into the surviving organization ceases to exist as a separate entity;(3) all property owned by each constituent organization that ceases to exist vests in the surviving organization;(4) all debts, obligations, or other liabilities of each constituent organization that ceases to exist continue as debts, obligations, or other liabilities of the surviving organization;(5) an action or proceeding pending by or against any constituent organization that ceases to exist may be continued as if the merger had not occurred;(6) except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving organization;(7) except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect; and(8) except as otherwise agreed, if a constituent limited liability company ceases to exist, the merger does not dissolve the limited liability company for the purposes of sections 21-147 to 21-154;(9) if the surviving organization is created by the merger:(A) if it is a limited liability company, the certificate of organization becomes effective; or(B) if it is an organization other than a limited liability company, the organizational document that creates the organization becomes effective; and(10) if the surviving organization preexisted the merger, any amendments provided for in the articles of merger for the organizational document that created the organization become effective.(b) A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability owed by a constituent organization, if before the merger the constituent organization was subject to suit in this state on the debt, obligation, or other liability.Source Laws 2010, LB888, § 74.
NE Code § 21-175 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-175 - Conversion.

21-175.  Conversion.(RULLCA 1006) (a) An organization other than a limited liability company or a foreign limited liability company may convert to a limited liability company, and a limited liability company may convert to an organization other than a foreign limited liability company pursuant to this section, sections 21-176 to 21-178, and a plan of conversion, if:(1) the other organization's governing statute authorizes the conversion;(2) the conversion is not prohibited by the law of the jurisdiction that enacted the other organization's governing statute; and(3) the other organization complies with its governing statute in effecting the conversion.(b) A plan of conversion must be in a record and must include:(1) the name and form of the organization before conversion;(2) the name and form of the organization after conversion;(3) the terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization, and other consideration; and(4) the organizational documents of the converted organization that are, or are proposed to be, in a record.Source Laws 2010, LB888, § 75.
NE Code § 21-176 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-176 - Action on plan of conversion by converting limited liability company.

21-176.  Action on plan of conversion by converting limited liability company.(RULLCA 1007) (a) Subject to section 21-183, a plan of conversion must be consented to by all the members of a converting limited liability company.(b) Subject to section 21-183 and any contractual rights, after a conversion is approved, and at any time before articles of conversion are delivered to the Secretary of State for filing under section 21-177, a converting limited liability company may amend the plan or abandon the conversion:(1) as provided in the plan; or(2) except as otherwise prohibited in the plan, by the same consent as was required to approve the plan.Source Laws 2010, LB888, § 76.