reglab/housing_qa huggingface dataset:
NE Code § 21-2,204 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,204 - Consequences of transacting business without authority.

21-2,204.  Consequences of transacting business without authority.(MBCA 15.02) (a) A foreign corporation transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority.(b) The successor to a foreign corporation that transacted business in this state without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in this state until the foreign corporation or its successor obtains a certificate of authority.(c) A court may stay a proceeding commenced by a foreign corporation, its successor, or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.(d) A foreign corporation is liable for a civil penalty of five hundred dollars for each day, but not to exceed a total of ten thousand dollars for each year, it transacts business in this state without a certificate of authority. The Attorney General may collect all penalties due under this subsection and shall remit them to the State Treasurer for distribution in accordance with Article VII, section 5, of the Constitution of Nebraska.(e) Notwithstanding subsections (a) and (b) of this section, the failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts or prevent it from defending any proceeding in this state.Source Laws 2014, LB749, § 204.
NE Code § 21-2,205 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,205 - Application for certificate of authority.

21-2,205.  Application for certificate of authority.(MBCA 15.03) (a) A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the Secretary of State for filing. The application must set forth:(1) The name of the foreign corporation or, if its name is unavailable for use in this state, a corporate name that satisfies the requirements of section 21-2,208;(2) The name of the state or country under whose law it is incorporated;(3) Its date of incorporation and period of duration;(4) The street address of its principal office;(5) The street address of its registered office in this state and the name of its current registered agent at that office. A post office box number may be provided in addition to the street address; and(6) The names and street addresses of its current directors and officers.(b) The foreign corporation shall deliver with the completed application a certificate of existence, or a document of similar import, duly authenticated by the secretary of state or other official having custody of corporate records in the state or country under whose law it is incorporated. Such certificate or document shall not bear a date of more than sixty days prior to the date the application is delivered.Source Laws 2014, LB749, § 205.
NE Code § 21-2,206 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,206 - Amended certificate of authority.

21-2,206.  Amended certificate of authority.(MBCA 15.04) (a) A foreign corporation authorized to transact business in this state must obtain an amended certificate of authority from the Secretary of State if it changes:(1) Its corporate name;(2) The period of its duration; or(3) The state or country of its incorporation.(b) The requirements of section 21-2,205 for obtaining an original certificate of authority apply to obtaining an amended certificate under this section.Source Laws 2014, LB749, § 206.
NE Code § 21-2,207 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,207 - Effect of certificate of authority.

21-2,207.  Effect of certificate of authority.(MBCA 15.05) (a) A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this state subject, however, to the right of the state to revoke the certificate as provided in the Nebraska Model Business Corporation Act.(b) A foreign corporation with a valid certificate of authority has the same but no greater rights and has the same but no greater privileges as and, except as otherwise provided by the Nebraska Model Business Corporation Act, is subject to the same duties, restrictions, penalties, and liabilities now or later imposed on a domestic corporation of like character.(c) The Nebraska Model Business Corporation Act does not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this state.Source Laws 2014, LB749, § 207.
NE Code § 21-2,209 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,209 - Registered office and registered agent of foreign corporation.

21-2,209.  Registered office and registered agent of foreign corporation.(MBCA 15.07) Each foreign corporation authorized to transact business in this state must continuously maintain in this state:(1) A registered office that may be the same as any of its places of business; and(2) A registered agent, who may be:(i) An individual who resides in this state and whose business office is identical with the registered office;(ii) A domestic corporation or not-for-profit domestic corporation whose business office is identical with the registered office; or(iii) A foreign corporation or foreign not-for-profit corporation authorized to transact business in this state whose business office is identical with the registered office.Source Laws 2014, LB749, § 209.
NE Code § 21-2,210 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,210 - Change of registered office or registered agent of foreign corporation.

21-2,210.  Change of registered office or registered agent of foreign corporation.(MBCA 15.08) (a) A foreign corporation authorized to transact business in this state may change its registered office or registered agent by delivering to the Secretary of State for filing a statement of change that sets forth:(1) Its name;(2) The street address of its current registered office;(3) If the current registered office is to be changed, the street address of its new registered office;(4) The name and street address of its current registered agent. A post office box number may be provided in addition to the street address;(5) If the current registered agent is to be changed, the name of its new registered agent and the new agent's written consent, either on the statement or attached to it, to the appointment; and(6) That after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.(b) If the street address or post office box number of a registered agent's business office changes, the agent may change the street address or post office box number of the registered office of any foreign corporation for which the person is the registered agent by notifying the corporation in writing of the change, and signing and delivering to the Secretary of State for filing a statement of change that complies with the requirements of subsection (a) of this section and recites that the corporation has been notified of the change.Source Laws 2014, LB749, § 210.
NE Code § 21-2,211 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,211 - Resignation of registered agent of foreign corporation.

21-2,211.  Resignation of registered agent of foreign corporation.(MBCA 15.09) (a) The registered agent of a foreign corporation may resign the agency 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 of resignation may include a statement that the registered office is also discontinued.(b) After filing the statement, the Secretary of State shall attach the filing receipt to one copy and mail the copy and receipt to the registered office if not discontinued. The Secretary of State shall mail the other copy to the foreign corporation at its principal office address shown in its most recent biennial report.(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, § 211.
NE Code § 21-2,212 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,212 - Service on foreign corporation.

21-2,212.  Service on foreign corporation.(MBCA 15.10) (a) The registered agent of a foreign corporation authorized to transact business in this state is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the foreign corporation. By being authorized to transact business in this state, the foreign corporation's agent for service of process also consents to service of process directed to the foreign corporation's agent in this state for a search warrant issued pursuant to sections 29-812 to 29-821, or for any other validly issued and properly served court order or subpoena, including those authorized under sections 86-2,106 and 86-2,112, for records or documents that are in the possession of the foreign corporation and are located inside or outside of this state. The consent to service of a court order, subpoena, or search warrant applies to a foreign corporation that is a party or nonparty to the matter for which the court order, subpoena, or search warrant is sought.(b) A foreign corporation may be served by registered or certified mail, return receipt requested, addressed to the secretary of the foreign corporation or the designated custodian of records at its principal office shown in its application for a certificate of authority or in its most recent biennial report if the foreign corporation:(1) Has no registered agent or its registered agent cannot with reasonable diligence be served;(2) Has withdrawn from transacting business in this state under section 21-2,213; or(3) Has had its certificate of authority revoked under section 21-2,218.(c) Service is perfected under subsection (b) of this section at the earliest of:(1) The date the foreign corporation receives the mail;(2) The date shown on the return receipt, if signed on behalf of the foreign corporation; or(3) Five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed.(d) This section does not prescribe the only means, or necessarily the required means, of serving a foreign corporation.Source  Laws 2014, LB749, § 212;  Laws 2015, LB294, § 6.
NE Code § 21-2,213 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,213 - Withdrawal of foreign corporation.

21-2,213.  Withdrawal of foreign corporation.(MBCA 15.20) (a) A foreign corporation authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the Secretary of State.(b) A foreign corporation authorized to transact business in this state may apply for a certificate of withdrawal by delivering an application to the Secretary of State for filing. The application must set forth:(1) The name of the foreign corporation and the name of the state or country under whose law it is incorporated;(2) That it is not transacting business in this state and that it surrenders its authority to transact business in this state;(3) That it revokes the authority of its registered agent to accept service on its behalf and consents that service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state may thereafter be made on such corporation outside this state; and(4) A mailing address at which process against the corporation may be served.Source Laws 2014, LB749, § 213.
NE Code § 21-2,214 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,214 - Automatic withdrawal upon certain conversions.

21-2,214.  Automatic withdrawal upon certain conversions.(MBCA 15.21) A foreign corporation authorized to transact business in this state that converts to a domestic nonprofit corporation or any form of domestic filing entity shall be deemed to have withdrawn on the effective date of the conversion.Source Laws 2014, LB749, § 214.
NE Code § 21-2,215 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,215 - Withdrawal upon conversion to a nonfiling entity.

21-2,215.  Withdrawal upon conversion to a nonfiling entity.(MBCA 15.22) (a) A foreign corporation authorized to transact business in this state that converts to a domestic or foreign nonfiling entity shall apply for a certificate of withdrawal by delivering an application to the Secretary of State for filing. The application must set forth:(1) The name of the foreign corporation and the name of the state or country under whose law it was incorporated before the conversion;(2) That it surrenders its authority to transact business in this state as a foreign corporation;(3) The type of unincorporated entity to which it has been converted and the jurisdiction whose laws govern its internal affairs; and(4) If it has been converted to a foreign unincorporated entity:(i) That it revokes the authority of its registered agent to accept service on its behalf and consents that service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state may thereafter be made on such foreign unincorporated entity outside this state; and(ii) A mailing address at which process against the foreign unincorporated entity may be served.(b) After the withdrawal under this section of a corporation that has converted to a domestic unincorporated entity is effective, service of process shall be made on the unincorporated entity in accordance with the regular procedures for service of process on the form of unincorporated entity to which the corporation was converted.Source Laws 2014, LB749, § 215.
NE Code § 21-2,216 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,216 - Transfer of authority.

21-2,216.  Transfer of authority.(MBCA 15.23) (a) A foreign business corporation authorized to transact business in this state that converts to a foreign nonprofit corporation or to any form of foreign unincorporated entity that is required to obtain a certificate of authority or make a similar type of filing with the Secretary of State if it transacts business in this state shall file with the Secretary of State an application for transfer of authority signed by any officer or other duly authorized representative. The application shall set forth:(1) The name of the corporation;(2) The type of unincorporated entity to which it has been converted and the jurisdiction whose laws govern its internal affairs; and(3) Any other information that would be required in a filing under the laws of this state by an unincorporated entity of the type the corporation has become seeking authority to transact business in this state.(b) The application for transfer of authority shall be delivered to the Secretary of State for filing and shall take effect at the effective time provided in section 21-206.(c) Upon the effectiveness of the application for transfer of authority, the authority of the corporation under sections 21-2,203 to 21-2,220 to transact business in this state shall be transferred without interruption to the converted entity which shall thereafter hold such authority subject to the provisions of the laws of this state applicable to that type of unincorporated entity.Source Laws 2014, LB749, § 216.
NE Code § 21-2,217 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,217 - Grounds for revocation.

21-2,217.  Grounds for revocation.(MBCA 15.30) The Secretary of State may commence a proceeding under section 21-2,218 to administratively revoke the certificate of authority of a foreign corporation authorized to transact business in this state if:(1) The foreign corporation is without a registered agent or registered office in this state for sixty days or more;(2) The foreign corporation does not inform the Secretary of State under section 21-2,210 or 21-2,211 that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued within sixty days of the change, resignation, or discontinuance;(3) An incorporator, director, officer, or agent of the foreign corporation signed a document knowing it was false in any material respect with intent that the document be delivered to the Secretary of State for filing;(4) The foreign corporation or its agent for service of process does not comply with section 21-2,212; or(5) The Secretary of State receives a duly authenticated certificate from the secretary of state or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that it has been dissolved or disappeared as the result of a merger.Source Laws 2014, LB749, § 217.
NE Code § 21-2,218 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,218 - Procedure for and effect of revocation.

21-2,218.  Procedure for and effect of revocation.(MBCA 15.31) (a) If the Secretary of State determines that one or more grounds exist under section 21-2,217 for revocation of a certificate of authority, the Secretary of State shall serve the foreign corporation with written notice of such determination under section 21-2,212.(b) If the foreign corporation does not correct each ground for revocation 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 21-2,212, the Secretary of State shall administratively revoke the foreign corporation's certificate of authority by signing a certificate of revocation that recites the ground or grounds for revocation and its effective date. The Secretary of State shall file the original of the certificate and serve a copy on the foreign corporation under section 21-2,212.(c) The authority of a foreign corporation to transact business in this state ceases on the date shown on the certificate revoking its certificate of authority.(d) Revocation of a foreign corporation's certificate of authority does not terminate the authority of the registered agent of the corporation.Source Laws 2014, LB749, § 218.
NE Code § 21-2,219 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,219 - Foreign corporation; reinstatement.

21-2,219.  Foreign corporation; reinstatement.(a) A foreign corporation, the certificate of authority of which has been administratively revoked under section 21-2,218, may apply to the Secretary of State for reinstatement within five years after the effective date of the revocation. The application must:(1) Recite the name of the foreign corporation and the effective date of the revocation;(2) State that the ground or grounds for revocation either did not exist or have been eliminated; and(3) State that the foreign corporation's name satisfies the requirements of section 21-2,208.(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 foreign 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, he or she shall cancel the certificate of revocation, prepare a certificate of reinstatement that recites his or her determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the foreign corporation under section 21-2,212.(c) A foreign corporation, the certificate of authority of which has been administratively revoked under section 21-2,218 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 foreign corporation and the effective date of the revocation;(2) State that the ground or grounds for revocation either did not exist or have been eliminated;(3) State that the foreign corporation's name satisfies the requirements of section 21-2,208;(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 foreign 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, he or she shall cancel the certificate of revocation, prepare a certificate of late reinstatement that recites his or her determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the foreign corporation under section 21-2,212.(e) When the reinstatement is effective, it relates back to and takes effect as of the effective date of the revocation and the foreign corporation shall resume carrying on its business as if the revocation had never occurred.Source  Laws 2014, LB749, § 219;  Laws 2015, LB279, § 5.
NE Code § 21-2,220 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,220 - Appeal from revocation.

21-2,220.  Appeal from revocation.(MBCA 15.32) (a) If the Secretary of State denies a foreign corporation's application for reinstatement following administrative revocation of its certificate of authority under section 21-2,218, he or she shall serve the foreign corporation under section 21-2,212 with a written notice that explains the reason or reasons for denial.(b) A foreign 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 under section 21-2,212. The foreign corporation appeals by petitioning the court to set aside the revocation and attaching to the petition copies of the Secretary of State's certificate of revocation, the foreign 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 certificate of authority or may take any other action the court considers appropriate.(d) The court's final decision may be appealed as in other civil proceedings.Source Laws 2014, LB749, § 220.