reglab/housing_qa huggingface dataset:
NE Code § 21-124 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-124 - Certificate of existence or authorization.

21-124.  Certificate of existence or authorization.(RULLCA 208) (a) The Secretary of State, upon request and payment of the requisite fee, shall furnish to any person a certificate of existence for a limited liability company if the records filed in the office of the Secretary of State show that the company has been formed under section 21-117 and the Secretary of State has not filed a statement of termination pertaining to the company. A certificate of existence must state:(1) the company's name;(2) that the company was duly formed under the laws of this state and the date of formation;(3) whether all fees, taxes, and penalties due under the Nebraska Uniform Limited Liability Company Act or other law to the Secretary of State have been paid;(4) whether the company's most recent biennial report required by section 21-125 has been filed by the Secretary of State;(5) whether the Secretary of State has administratively dissolved the company;(6) whether the company has delivered to the Secretary of State for filing a statement of dissolution;(7) that a statement of termination has not been filed by the Secretary of State; and(8) other facts of record in the office of the Secretary of State which are specified by the person requesting the certificate.(b) The Secretary of State, upon request and payment of the requisite fee, shall furnish to any person a certificate of authorization for a foreign limited liability company if the records filed in the office of the Secretary of State show that the Secretary of State has filed a certificate of authority, has not revoked the certificate of authority, and has not filed a notice of cancellation. A certificate of authorization must state:(1) the company's name and any alternate name adopted under subsection (a) of section 21-159 for use in this state;(2) that the company is authorized to transact business in this state;(3) whether all fees, taxes, and penalties due under the act or other law to the Secretary of State have been paid;(4) whether the company's most recent biennial report required by section 21-125 has been filed by the Secretary of State;(5) that the Secretary of State has not revoked the company's certificate of authority and has not filed a notice of cancellation; and(6) other facts of record in the office of the Secretary of State which are specified by the person requesting the certificate.(c) Subject to any qualification stated in the certificate, a certificate of existence or certificate of authorization issued by the Secretary of State is conclusive evidence that the limited liability company is in existence or the foreign limited liability company is authorized to transact business in this state.Source Laws 2010, LB888, § 24.
NE Code § 21-125 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-125 - Biennial report.

21-125.  Biennial report.(RULLCA 209) (a) Each odd-numbered year, a limited liability company or a foreign limited liability company authorized to transact business in this state shall deliver to the Secretary of State for filing a biennial report that states:(1) the name of the company;(2) the street and mailing addresses of the company's designated office and the name and street and mailing addresses and post office box number, if any, of its agent for service of process in this state;(3) the street and mailing addresses of its principal office; and(4) in the case of a foreign limited liability company, the state or other jurisdiction under whose law the company is formed and any alternate name adopted under subsection (a) of section 21-159.(b) Information in a biennial report under this section must be current as of the date the report is delivered to the Secretary of State for filing.(c) The first biennial report under this section must be delivered to the Secretary of State between January 1 and April 1 of the odd-numbered year following the calendar year in which a limited liability company was formed or a foreign limited liability company was authorized to transact business. A report must be delivered to the Secretary of State between January 1 and April 1 of each subsequent odd-numbered calendar year.(d) If a biennial report under this section does not contain the information required in subsection (a) of this section, the Secretary of State shall promptly notify the reporting limited liability company or foreign limited liability company and return the report to it for correction. If the report is corrected to contain the information required in subsection (a) of this section and delivered to the Secretary of State within thirty days after the effective date of the notice, it is timely delivered.(e) A correction or an amendment to the biennial report may be delivered to the Secretary of State for filing at any time.Source  Laws 2010, LB888, § 25;  Laws 2014, LB774, § 2.
NE Code § 21-126 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-126 - No agency power of member as member.

21-126.  No agency power of member as member.(RULLCA 301) (a) A member is not an agent of a limited liability company solely by reason of being a member.(b) A person's status as a member does not prevent or restrict law other than the Nebraska Uniform Limited Liability Company Act from imposing liability on a limited liability company because of the person's conduct.Source Laws 2010, LB888, § 26.
NE Code § 21-128 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-128 - Statement of denial.

21-128.  Statement of denial.(RULLCA 303) A person named in a filed statement of authority granting that person authority may deliver to the Secretary of State for filing a statement of denial that:(1) provides the name of the limited liability company and the caption of the statement of authority to which the statement of denial pertains; and(2) denies the grant of authority.Source Laws 2010, LB888, § 28.
NE Code § 21-129 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-129 - Liability of members and managers.

21-129.  Liability of members and managers.(RULLCA 304) (a) The debts, obligations, or other liabilities of a limited liability company, whether arising in contract, tort, or otherwise:(1) are solely the debts, obligations, or other liabilities of the company; and(2) do not become the debts, obligations, or other liabilities of a member or manager solely by reason of the member acting as a member or manager acting as a manager.(b) The mere failure of a limited liability company to observe any particular formalities relating to the exercise of its powers or management of its activities is not a ground for imposing liability on the members or managers for the debts, obligations, or other liabilities of the company.(c) Any member, manager, or employee of a limited liability company with the duty to collect, account for, or pay over any taxes imposed upon a limited liability company or with the authority to decide whether the limited liability company will pay taxes imposed upon a limited liability company shall be personally liable for the payment of such taxes in the event of willful failure on his or her part to have a limited liability company perform such act. Such taxes shall be collected in the same manner as provided under section 77-1783.01.Source Laws 2010, LB888, § 29.
NE Code § 21-130 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-130 - Becoming member.

21-130.  Becoming member.(RULLCA 401) (a) If a limited liability company is to have only one member upon formation, the person becomes a member as agreed by that person and the organizer of the company. That person and the organizer may be, but need not be, different persons. If different, the organizer acts on behalf of the initial member.(b) If a limited liability company is to have more than one member upon formation, those persons become members as agreed by the persons before the formation of the company. The organizer acts on behalf of the persons in forming the company and may be, but need not be, one of the persons.(c) After formation of a limited liability company, a person becomes a member:(1) as provided in the operating agreement;(2) as the result of a transaction effective under sections 21-170 to 21-184;(3) with the consent of all the members; or(4) if, within ninety consecutive days after the company ceases to have any members:(A) the last person to have been a member, or the legal representative of that person, designates a person to become a member; and(B) the designated person consents to become a member.(d) A person may become a member without acquiring a transferable interest and without making or being obligated to make a contribution to the limited liability company.Source Laws 2010, LB888, § 30.
NE Code § 21-131 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-131 - Form of contribution.

21-131.  Form of contribution.(RULLCA 402) A contribution may consist of tangible or intangible property or other benefit to a limited liability company, including money, services performed, promissory notes, other agreements to contribute money or property, and contracts for services to be performed.Source Laws 2010, LB888, § 31.
NE Code § 21-132 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-132 - Liability for contributions.

21-132.  Liability for contributions.(RULLCA 403) (a) A person's obligation to make a contribution to a limited liability company is not excused by the person's death, disability, or other inability to perform personally. If a person does not make a required contribution, the person or the person's estate is obligated to contribute money equal to the value of the part of the contribution which has not been made, at the option of the company.(b) A creditor of a limited liability company which extends credit or otherwise acts in actual reliance on an obligation described in subsection (a) of this section may enforce the obligation.Source Laws 2010, LB888, § 32.
NE Code § 21-133 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-133 - Sharing of and right to distributions before dissolution.

21-133.  Sharing of and right to distributions before dissolution.(RULLCA 404) (a) Any distributions made by a limited liability company before its dissolution and winding up must be in equal shares among members and dissociated members, except to the extent necessary to comply with any transfer effective under section 21-141 and any charging order in effect under section 21-142.(b) A person has a right to a distribution before the dissolution and winding up of a limited liability company only if the company decides to make an interim distribution. A person's dissociation does not entitle the person to a distribution.(c) A person does not have a right to demand or receive a distribution from a limited liability company in any form other than money. Except as otherwise provided in subsection (c) of section 21-154, a limited liability company may distribute an asset in kind if each part of the asset is fungible with each other part and each person receives a percentage of the asset equal in value to the person's share of distributions.(d) If a member or transferee becomes entitled to receive a distribution, the member or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited liability company with respect to the distribution.Source Laws 2010, LB888, § 33.
NE Code § 21-134 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-134 - Limitations on distribution.

21-134.  Limitations on distribution.(RULLCA 405) (a) A limited liability company may not make a distribution if after the distribution:(1) the company would not be able to pay its debts as they become due in the ordinary course of the company's activities; or(2) the company's total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the company were to be dissolved, wound up, and terminated at the time of the distribution, to satisfy the preferential rights upon dissolution, winding up, and termination of members whose preferential rights are superior to those of persons receiving the distribution.(b) A limited liability company may base a determination that a distribution is not prohibited under subsection (a) of this section on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable under the circumstances.(c) Except as otherwise provided in subsection (f) of this section, the effect of a distribution under subsection (a) of this section is measured:(1) in the case of a distribution by purchase, redemption, or other acquisition of a transferable interest in the company, as of the date money or other property is transferred or debt incurred by the company; and(2) in all other cases, as of the date:(A) the distribution is authorized, if the payment occurs within one hundred twenty days after that date; or(B) the payment is made, if the payment occurs more than one hundred twenty days after the distribution is authorized.(d) A limited liability company's indebtedness to a member incurred by reason of a distribution made in accordance with this section is at parity with the company's indebtedness to its general, unsecured creditors.(e) A limited liability company's indebtedness, including indebtedness issued in connection with or as part of a distribution, is not a liability for purposes of subsection (a) of this section if the terms of the indebtedness provide that payment of principal and interest are made only to the extent that a distribution could be made to members under this section.(f) If indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is made.(g) In subsection (a) of this section, distribution does not include amounts constituting reasonable compensation for present or past services or reasonable payments made in the ordinary course of business under a bona fide retirement plan or other benefits program.Source Laws 2010, LB888, § 34.
NE Code § 21-135 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-135 - Liability for improper distributions.

21-135.  Liability for improper distributions.(RULLCA 406) (a) Except as otherwise provided in subsection (b) of this section, if a member of a member-managed limited liability company or manager of a manager-managed limited liability company consents to a distribution made in violation of section 21-134 and in consenting to the distribution fails to comply with section 21-138, the member or manager is personally liable to the company for the amount of the distribution that exceeds the amount that could have been distributed without the violation of section 21-134.(b) To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of the authority and responsibility to consent to distributions and imposes that authority and responsibility on one or more other members, the liability stated in subsection (a) of this section applies to the other members and not the member that the operating agreement relieves of authority and responsibility.(c) A person that receives a distribution knowing that the distribution to that person was made in violation of section 21-134 is personally liable to the limited liability company but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid under section 21-134.(d) A person against which an action is commenced because the person is liable under subsection (a) of this section may:(1) implead any other person that is subject to liability under subsection (a) of this section and seek to compel contribution from the person; and(2) implead any person that received a distribution in violation of subsection (c) of this section and seek to compel contribution from the person in the amount the person received in violation of subsection (c) of this section.(e) An action under this section is barred if not commenced within two years after the distribution.Source Laws 2010, LB888, § 35.
NE Code § 21-137 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-137 - Indemnification and insurance.

21-137.  Indemnification and insurance.(RULLCA 408) (a) A limited liability company shall reimburse for any payment made and indemnify for any debt, obligation, or other liability incurred by a member of a member-managed company or the manager of a manager-managed company in the course of the member's or manager's activities on behalf of the company, if, in making the payment or incurring the debt, obligation, or other liability, the member or manager complied with the duties stated in sections 21-134 and 21-138.(b) A limited liability company may purchase and maintain insurance on behalf of a member or manager of the company against liability asserted against or incurred by the member or manager in that capacity or arising from that status even if, under subsection (f) of section 21-110, the operating agreement could not eliminate or limit the person's liability to the company for the conduct giving rise to the liability.Source Laws 2010, LB888, § 37.
NE Code § 21-138 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-138 - Standards of conduct for members and managers.

21-138.  Standards of conduct for members and managers.(RULLCA 409) (a) A member of a member-managed limited liability company owes to the company and, subject to subsection (b) of section 21-164, the other members the fiduciary duties of loyalty and care stated in subsections (b) and (c) of this section.(b) The duty of loyalty of a member in a member-managed limited liability company includes the duties:(1) to account to the company and to hold as trustee for it any property, profit, or benefit derived by the member:(A) in the conduct or winding up of the company's activities;(B) from a use by the member of the company's property; or(C) from the appropriation of a limited liability company opportunity;(2) to refrain from dealing with the company in the conduct or winding up of the company's activities as or on behalf of a person having an interest adverse to the company; and(3) to refrain from competing with the company in the conduct of the company's activities before the dissolution of the company.(c) Subject to the business judgment rule, the duty of care of a member of a member-managed limited liability company in the conduct and winding up of the company's activities is to act with the care that a person in a like position would reasonably exercise under similar circumstances and in a manner the member reasonably believes to be in the best interests of the company. In discharging this duty, a member may rely in good faith upon opinions, reports, statements, or other information provided by another person that the member reasonably believes is a competent and reliable source for the information.(d) A member in a member-managed limited liability company or a manager-managed limited liability company shall discharge the duties under the Nebraska Uniform Limited Liability Company Act or under the operating agreement and exercise any rights consistently with the contractual obligation of good faith and fair dealing.(e) It is a defense to a claim under subdivision (b)(2) of this section and any comparable claim in equity or at common law that the transaction was fair to the limited liability company.(f) All of the members of a member-managed limited liability company or a manager-managed limited liability company may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty.(g) In a manager-managed limited liability company, the following rules apply:(1) Subsections (a), (b), (c), and (e) of this section apply to the manager or managers and not the members.(2) The duty stated under subdivision (b)(3) of this section continues until winding up is completed.(3) Subsection (d) of this section applies to the members and managers.(4) Subsection (f) of this section applies only to the members.(5) A member does not have any fiduciary duty to the company or to any other member solely by reason of being a member.Source Laws 2010, LB888, § 38.
NE Code § 21-140 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-140 - Nature of transferable interest.

21-140.  Nature of transferable interest.(RULLCA 501) A transferable interest is personal property.Source Laws 2010, LB888, § 40.
NE Code § 21-141 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-141 - Transfer of transferable interest.

21-141.  Transfer of transferable interest.(RULLCA 502) (a) A transfer, in whole or in part, of a transferable interest:(1) is permissible;(2) does not by itself cause a member's dissociation or a dissolution and winding up of the limited liability company's activities; and(3) subject to section 21-143, does not entitle the transferee to:(A) participate in the management or conduct of the company's activities; or(B) except as otherwise provided in subsection (c) of this section, have access to records or other information concerning the company's activities.(b) A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.(c) In a dissolution and winding up of a limited liability company, a transferee is entitled to an account of the company's transactions only from the date of dissolution.(d) A transferable interest may be evidenced by a certificate of the interest issued by the limited liability company in a record, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate.(e) A limited liability company need not give effect to a transferee's rights under this section until the company has notice of the transfer.(f) A transfer of a transferable interest in violation of a restriction on transfer contained in the operating agreement is ineffective as to a person having notice of the restriction at the time of transfer.(g) Except as otherwise provided in subdivision (4)(B) of section 21-145, when a member transfers a transferable interest, the transferor retains the rights of a member other than the interest in distributions transferred and retains all duties and obligations of a member.(h) When a member transfers a transferable interest to a person that becomes a member with respect to the transferred interest, the transferee is liable for the member's obligations under section 21-132 and subsection (c) of section 21-135 known to the transferee when the transferee becomes a member.Source Laws 2010, LB888, § 41.