reglab/statecodes huggingface dataset:
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2437 - Business combination, defined.

21-2437.
Business combination, defined.
Business combination, when used in reference to any issuing public corporation and any interested shareholder of the issuing public corporation, shall mean:
(1) Any merger or consolidation of the issuing public corporation or any subsidiary of the issuing public corporation with:
(a) The interested shareholder; or
(b) Any other corporation, whether or not such other corporation is an interested shareholder of the issuing public corporation, that is or after the merger or consolidation would be an affiliate or associate of the interested shareholder;
(2) Any sale, lease, exchange, mortgage, pledge, transfer, or other disposition in a single transaction or a series of transactions to or with the interested shareholder or any affiliate or associate of the interested shareholder of assets of the issuing public corporation or any subsidiary of the issuing public corporation:
(a) Having an aggregate market value equal to ten percent or more of the aggregate market value of all the assets, determined on a consolidated basis, of the issuing public corporation; or
(b) Having an aggregate market value equal to ten percent or more of the aggregate market value of all the outstanding shares of the issuing public corporation;
(3) Any transaction or series of transactions which results in the issuance or transfer by the corporation or by any subsidiary of the corporation of any stock of the corporation or of such subsidiary to the interested shareholder if such stock has an aggregate market value equal to at least five percent of the aggregate market value of all the outstanding shares of the corporation except pursuant to the exercise of warrants or rights to purchase stock offered or distributed, or a dividend or distribution paid or made, pro rata to all shareholders of the issuing public corporation and except pursuant to the exercise or conversion of securities exercisable for or convertible into stock of such corporation or any such subsidiary, which securities were outstanding prior to the time that the interested shareholder became an interested shareholder;
(4) Any transaction involving the corporation or any subsidiary of the corporation which has the effect, directly or indirectly, of increasing the proportionate share of the stock of any class or series, or securities convertible into the stock of any class or series, of the corporation or of any such subsidiary which is owned directly or indirectly by the interested shareholder except as a result of immaterial changes due to fractional share adjustments; or
(5) Any receipt by the interested shareholder or any affiliate or associate of the interested shareholder of the benefit, directly or indirectly, except proportionately as a shareholder of the issuing public corporation, of any loans, advances, guarantees, pledges, or other financial assistance or any tax credits or other tax advantages provided by or through the issuing public corporation or any subsidiary of the issuing public corporation.
Source
Laws 1988, LB 1110, § 7.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2438 - Control, controlling, controlled by, or under common control with, defined.

21-2438.
Control, controlling, controlled by, or under common control with, defined.
Control, controlling, controlled by, or under common control with shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise. A person who is the owner of ten percent or more of a corporation's outstanding voting stock shall be presumed to have control of the corporation in the absence of proof by a preponderance of the evidence to the contrary. A person shall not be considered to have control of a corporation if the person holds voting power, in good faith and not for the purpose of avoiding the Shareholders Protection Act, as an agent, bank, broker, nominee, custodian, or trustee for one or more owners who do not individually or as a group have control of the corporation.
Source
Laws 1988, LB 1110, § 8.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2439 - Control-share acquisition, defined.

21-2439.
Control-share acquisition, defined.
Control-share acquisition shall mean an acquisition, directly or indirectly, by an acquiring person of ownership of voting stock of an issuing public corporation that, except for the Shareholders Protection Act, would, when added to all other shares of the issuing public corporation owned by the acquiring person, entitle the acquiring person, immediately after the acquisition, to exercise or direct the exercise of a new range of voting power within any of the following ranges of voting power: (1) At least twenty percent but less than thirty-three and one-third percent; (2) at least thirty-three and one-third percent but less than or equal to fifty percent; or (3) over fifty percent.
The acquisition of any shares of an issuing public corporation shall not constitute a control-share acquisition if the acquisition is consummated in any of the following circumstances: (a) Before April 9, 1988; (b) pursuant to a contract existing before April 9, 1988; (c) pursuant to the laws of descent and distribution; (d) pursuant to the satisfaction of a pledge or other security interest created in good faith and not for the purpose of circumventing the Shareholders Protection Act; (e) pursuant to a merger or plan of share exchange effected in compliance with sections 21-2,161 to 21-2,168 if the issuing public corporation is a party to the plan of merger or plan of share exchange; or (f) from a person who owns over fifty percent of the shares of an issuing public corporation and who acquired the shares prior to April 9, 1988.
All shares, the ownership of which is acquired within a one-hundred-twenty-day period, and all shares, the ownership of which is acquired pursuant to a plan to make a control-share acquisition, shall be deemed to have been acquired in the same acquisition.
Source
Laws 1988, LB 1110, § 9;
Laws 1995, LB 109, § 211;
Laws 2014, LB749, § 274.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2440 - Interested shareholder, defined.

21-2440.
Interested shareholder, defined.
Interested shareholder shall mean any person, other than the issuing public corporation or any subsidiary of the issuing public corporation, who is (1) the owner, directly or indirectly, of ten percent or more of the outstanding voting stock of such corporation or (2) an affiliate or associate of such corporation and at any time within the five-year period immediately prior to the date in question was the owner, directly or indirectly, of ten percent or more of the then outstanding voting stock of such corporation. For the purpose of determining whether a person is an interested shareholder, the number of shares of voting stock of such corporation deemed to be outstanding shall include shares deemed to be owned by such person but shall not include any other unissued shares of voting stock of such corporation which may be issuable pursuant to any agreement, arrangement, or understanding or upon exercise of conversion rights, warrants, or options or otherwise.
Source
Laws 1988, LB 1110, § 10.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2442 - Issuing public corporation, defined.

21-2442.
Issuing public corporation, defined.
Issuing public corporation shall mean:
(1) A domestic corporation (a) which has one hundred or more shareholders and (b) which has (i) its principal executive offices within Nebraska, (ii) assets in Nebraska with a market value of at least ten million dollars, or (iii) ten percent or more of its shareholders resident in Nebraska or ten percent or more of its shares owned by Nebraska residents. For purposes of section 21-2453 only, the determination described in this subdivision shall be made as of the share acquisition date in question. The residence of a shareholder shall be presumed to be the address appearing on the records of the corporation; or
(2) A foreign corporation which has (a) one hundred or more shareholders, (b) its principal executive offices within Nebraska, (c) assets in Nebraska with a market value of at least ten million dollars, (d) ten percent or more of its shareholders resident in Nebraska or ten percent or more of its shares owned by Nebraska residents, and (e) at least five hundred employees in Nebraska. For purposes of section 21-2453 only, the determination described in this subdivision shall be made as of the share acquisition date in question. The residence of a shareholder shall be presumed to be the address appearing on the records of the corporation.
Source
Laws 1988, LB 1110, § 12.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2443 - Owner, defined.

21-2443.
Owner, defined.
Owner, when used with respect to any stock of any class or series, shall mean a person who individually or with or through any affiliates or associates (1) beneficially owns such stock, directly or indirectly, (2) has (a) the right to acquire such stock, whether such right is exercisable immediately or only after the passage of time, pursuant to any agreement, arrangement, or understanding or upon the exercise of conversion rights, exchange rights, warrants, or options or otherwise, except that a person shall not be deemed the owner of stock tendered pursuant to a tender or exchange offer made by such person or any of such person's affiliates or associates until such tendered stock is accepted for purchase or exchange or (b) the right to vote such stock pursuant to any agreement, arrangement, or understanding, except that a person shall not be deemed the owner of any stock if the agreement, arrangement, or understanding to vote such stock arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made to ten or more persons, or (3) has any agreement, arrangement, or understanding for the purpose of acquiring, holding, voting, except voting pursuant to a revocable proxy or consent as described in subdivision (2)(b) of this section, or disposing of such stock with any other person who beneficially owns, or whose affiliates or associates beneficially own, directly or indirectly, such stock.
Source
Laws 1988, LB 1110, § 13.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2444 - Person, defined.

21-2444.
Person, defined.
Person shall mean any individual, corporation, partnership, limited liability company, unincorporated association, or other entity.
Source
Laws 1988, LB 1110, § 14;
Laws 1993, LB 121, § 161.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2445 - Share acquisition date, defined.

21-2445.
Share acquisition date, defined.
Share acquisition date, with respect to any person and any issuing public corporation, shall mean the date that the person first becomes an interested shareholder of the issuing public corporation.
Source
Laws 1988, LB 1110, § 15.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2446 - Subsidiary of an issuing public corporation, defined.

21-2446.
Subsidiary of an issuing public corporation, defined.
Subsidiary of an issuing public corporation shall mean any other corporation of which voting stock having a majority of the votes entitled to be cast is owned, directly or indirectly, by such issuing public corporation.
Source
Laws 1988, LB 1110, § 16.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2448 - Stock or other property; market value; how determined.

21-2448.
Stock or other property; market value; how determined.
The market value of stock or property other than cash or stock shall be determined as follows:
(1) In the case of stock, by:
(a) The highest closing sale price during the thirty days immediately before the date in question of a share of the same class or series of stock on the composite tape for stocks listed on the New York Stock Exchange or, if the same class or series of stock is not quoted on the composite tape or if the same class or series of stock is not listed on the New York Stock Exchange, on the principal United States securities exchange registered under the federal Securities Exchange Act of 1934 on which the same class or series of stock is listed;
(b) If the same class or series of stock is not listed on an exchange described in subdivision (1)(a) of this section, the highest closing bid quotation for a share of the same class or series of stock during the thirty days immediately before the date in question on the National Association of Securities Dealers Automated Quotation System or any similar system then in use; or
(c) If no quotations described in subdivision (1)(b) of this section are available, the fair market value on the date in question of a share of the same class or series of stock as determined in good faith by the board of directors of the issuing public corporation; and
(2) In the case of property other than cash or stock, the fair market value of the property on the date in question as determined in good faith by the board of directors of the issuing public corporation.
Source
Laws 1988, LB 1110, § 18.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2449 - Acquiring person; deliver information statement; contents; amendment.

21-2449.
Acquiring person; deliver information statement; contents; amendment.
(1) An acquiring person may deliver to the issuing public corporation at its principal executive office an information statement which shall contain all of the following:
(a) The identity of the acquiring person and the identity of each affiliate and associate of the acquiring person;
(b) A reference that the information statement is made under the Shareholders Protection Act;
(c) The number and class or series of shares of the issuing public corporation owned, directly or indirectly, prior to the control-share acquisition by each such person;
(d) The number and class or series of shares of the issuing public corporation acquired or proposed to be acquired pursuant to the control-share acquisition by each such person and specification of the following ranges of voting power that the acquiring person in good faith believes would result from consummation of the control-share acquisition:
(i) At least twenty percent but less than thirty-three and one-third percent;
(ii) At least thirty-three and one-third percent but less than or equal to fifty percent; or
(iii) Over fifty percent; and
(e) The terms of the control-share acquisition or proposed control-share acquisition, including such objective facts as would be substantially likely to affect the decision of a shareholder with respect to voting on the control-share acquisition.
(2) If any material change occurs in the facts set forth in the information statement including any material increase or decrease in the number of shares of the issuing public corporation acquired or proposed to be acquired by such person, the acquiring person shall promptly deliver to the issuing public corporation at its principal executive office an amendment to the information statement containing information relating to such material change.
Source
Laws 1988, LB 1110, § 19.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2450 - Consideration of voting rights; special meeting; conditions.

21-2450.
Consideration of voting rights; special meeting; conditions.
(1) If the acquiring person (a) makes a request in writing for a special meeting of the shareholders at the time of delivery of the information statement, (b) has made a control-share acquisition or has made a bona fide written offer to make a control-share acquisition, and (c) gives a written undertaking, within ten days after receipt by the issuing public corporation of the information statement, to pay or reimburse the issuing public corporation's expenses of a special meeting of the shareholders, a special meeting of the shareholders of the issuing public corporation shall be called for the purpose of considering the voting rights to be accorded to shares acquired or to be acquired pursuant to the control-share acquisition. The special meeting shall be held no later than fifty days after receipt of the information statement unless the acquiring person agrees to a later date. If the acquiring person so requests in writing at the time of delivery of the information statement, the special meeting shall not be held sooner than thirty days after receipt by the issuing corporation of the information statement.
(2) If no request for a special meeting is made, consideration of the voting rights to be accorded to shares acquired or to be acquired pursuant to the control-share acquisition shall be presented at the next special or annual meeting of the shareholders, notice of which has not been given prior to the receipt of the information statement, unless the matter of the voting rights becomes moot.
(3) The notice of the meeting shall be accompanied at a minimum by a copy of the information statement, a copy of any amendment to the information statement previously delivered to the issuing public corporation, and a statement disclosing that the board of the issuing public corporation recommends approval of, expresses no opinion and is remaining neutral toward, recommends rejection of, or is unable to take a position with respect to according voting rights to shares acquired or to be acquired in the control-share acquisition. The notice of meeting shall be given at least thirty days before the meeting.
Source
Laws 1988, LB 1110, § 20.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2451 - Control-share acquisition; voting rights of shares.

21-2451.
Control-share acquisition; voting rights of shares.
Shares acquired in a control-share acquisition shall have the same voting rights as other shares of the same class or series in all elections of directors but shall have voting rights on all other matters only if approved by a vote of shareholders of the issuing public corporation at a special or annual meeting of shareholders pursuant to the Shareholders Protection Act and, to the extent so approved, shall have the same voting rights as other shares of the same class or series. Any such control-share acquisition shall be approved by (1) the affirmative vote of the holders of a majority of the shares entitled to vote which are not interested shares and (2) in the case of any shares entitled to vote as a class, the affirmative vote of the holders of a majority of the shares of such class which are not interested shares.
Any shares acquired in a control-share acquisition which do not have voting rights accorded to them by approval of a resolution of shareholders shall regain such voting rights on transfer to a person, other than the acquiring person or any affiliate or associate of the acquiring person, unless the acquisition of the shares by the other person constitutes a control-share acquisition, in which case the voting rights of the shares shall be subject to the Shareholders Protection Act.
Source
Laws 1988, LB 1110, § 21.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2452 - Business combination; prohibited activities.

21-2452.
Business combination; prohibited activities.
Except as provided in section 21-2453, no issuing public corporation shall engage in any business combination with any interested shareholder of the issuing public corporation for a period of five years after the interested shareholder's share acquisition date unless the business combination or the acquisition of shares made by the interested shareholder on the interested shareholder's share acquisition date is approved by the board of directors of the issuing public corporation prior to the interested shareholder's share acquisition date.
Source
Laws 1988, LB 1110, § 22.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2453 - Act; exemptions.

21-2453.
Act; exemptions.
The Shareholders Protection Act shall not apply to any of the following:
(1) Unless the articles of incorporation provide otherwise, a business combination with an interested shareholder who was an interested shareholder immediately before April 9, 1988, unless the interested shareholder subsequently increased its ownership of the voting power of the outstanding voting stock of the issuing public corporation to a proportion in excess of the proportion of voting power that the interested shareholder owned immediately before April 9, 1988, excluding an increase approved by the board of directors of the issuing public corporation before the increase occurred;
(2) An issuing public corporation if the corporation's original articles of incorporation contain a provision expressly electing not to be governed by the act;
(3) An issuing public corporation if the corporation, by action of its board of directors, adopts an amendment to its bylaws within forty-five days of April 9, 1988, expressly electing not to be governed by the act, which amendment shall not be further amended by the board of directors;
(4) An issuing public corporation if the corporation does not have a class of voting stock that is listed on a national securities exchange or is authorized for quotation on an interdealer quotation system of a registered national securities association unless such circumstances result from action taken by an interested shareholder or a transaction in which a person becomes an interested shareholder;
(5) A business combination of an issuing public corporation with an interested shareholder which became an interested shareholder inadvertently and as soon as practicable divested sufficient shares so that the shareholder ceased to be an interested shareholder; or
(6) A business combination of an issuing public corporation with an interested shareholder which was an interested shareholder immediately before April 9, 1988, and inadvertently increased its ownership of the voting power of the outstanding voting stock of the issuing public corporation to a proportion in excess of the proportion of voting power that the interested shareholder owned immediately before April 9, 1988, if the interested shareholder divests itself of a sufficient amount of voting stock so that the interested shareholder is no longer the owner of a proportion of the voting power in excess of the proportion of voting power that the interested shareholder held immediately before April 9, 1988.
Source
Laws 1988, LB 1110, § 23.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2502 - Registration of corporate name; procedure; term.

21-2502.
Registration of corporate name; procedure; term.
(1) Any corporation which has done business under a corporate name in the State of Nebraska for a period of twenty-five years or more may register such name with the Secretary of State by filing in the office of the Secretary of State, in duplicate, on a form to be furnished by the Secretary of State, an application for registration of that name setting forth the following information:
(a) The name and street address of the corporation applying for such registration and the state of incorporation;
(b) The date the name was first used anywhere and the date such name was first used in this state by the applicant; and
(c) A statement that the applicant is the owner of the name and that no other person has the right to use such name in this state either in the identical form or in such near resemblance as might be calculated to deceive or to be mistaken therefor.
(2) The application shall be signed by an officer of the corporation applying, whose signature shall be acknowledged before a notary public. The application shall be accompanied by a filing fee of two hundred dollars payable to the Secretary of State. The Secretary of State shall return a duplicate stamped copy with the date of filing to the applicant or the representative submitting the application for filing.
(3) Registration of the corporate name under this section shall be effective for ten years from the date of registration and shall not be renewable by the registrant.
Source
Laws 1986, LB 1025, § 2.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2503 - Corporation dissolution; change of name; effect; continued use of name; not required.

21-2503.
Corporation dissolution; change of name; effect; continued use of name; not required.
Any corporation may be dissolved or may change its name from the name registered in accordance with the Name Protection Act, and such dissolution or change of name shall not be deemed an abandonment of any name registered pursuant to such act. Continued use of a registered name shall not be a prerequisite to protection of a registered name under such act.
Source
Laws 1986, LB 1025, § 3.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2504 - Corporate name; registration; assignment; procedure.

21-2504.
Corporate name; registration; assignment; procedure.
Any corporate name and its registration shall be assignable by instruments in writing duly executed. The instruments shall include the street address, city, and state of the assignee and shall be recorded with the Secretary of State, in duplicate, upon the payment of a fee of five dollars payable to the Secretary of State who, upon recording the assignment, shall return the duplicate copy, stamped with the date of filing, to the applicant or the representative submitting the assignment for filing.
Source
Laws 1986, LB 1025, § 4.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2506 - Secretary of State; cancel registration; when.

21-2506.
Secretary of State; cancel registration; when.
The Secretary of State shall cancel from the register:
(1) Any registration for which the Secretary of State receives a voluntary request for cancellation from the registrant or the assignee of record;
(2) All registrations granted under the Name Protection Act upon completion of the term of ten years from the date of registration;
(3) Any registration concerning which a court of competent jurisdiction finds:
(a) That the registration was granted improperly; or
(b) That the registration was obtained fraudulently; or
(4) Any registration which a court of competent jurisdiction orders canceled on any ground.
Source
Laws 1986, LB 1025, § 6.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2507 - False or fraudulent registration; liability.

21-2507.
False or fraudulent registration; liability.
Any person who for himself or herself or on behalf of any other person files or registers any name in the office of the Secretary of State under the Name Protection Act by knowingly making any false or fraudulent representation or declaration, verbally or in writing, or by any other fraudulent means, shall be liable to pay all damages sustained in consequence of such filing or registration, to be recovered by or on behalf of the party injured in any court of competent jurisdiction.
Source
Laws 1986, LB 1025, § 7.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2508 - Wrongful use of registered name; liability; action to enjoin; other remedies.

21-2508.
Wrongful use of registered name; liability; action to enjoin; other remedies.
Any person shall be liable in a civil action by the owner of a registered name for a wrongful use of such name, and any owner of a name registered under the Name Protection Act may enjoin the wrongful use of the registered name. Any court of competent jurisdiction may grant an injunction to restrain such use and may require the defendant to pay to such owner all profits derived from and all damages suffered by reason of such wrongful use. Proof of monetary damage, loss of profits, competition between the parties, or intent to deceive shall not be required. Costs shall be allowed to the prevailing party unless the court otherwise directs. The court, in its discretion, may award attorney's fees to the prevailing party if (1) the party complaining of the improper or unauthorized use of a registered name has brought an action which he or she knew to be groundless or (2) the party charged with the improper or unauthorized use of a registered name has willfully engaged in the improper or unauthorized use of the registered name. The relief provided in this section is in addition to remedies otherwise available for the same conduct under the common law or other statutes of this state.
Source
Laws 1986, LB 1025, § 8.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2701 - Terms, defined.

21-2701.
Terms, defined.
As used in sections 21-2701 to 21-2703, unless the context otherwise requires:
(1) Private corporation shall mean a corporation organized under Chapter 21, with a purpose of establishing, operating and maintaining a foreign trade zone;
(2) Public corporation shall mean this state; a political subdivision thereof; any municipality therein; any public agency of the state, of any political subdivision thereof, or of any municipality therein; or any other corporate instrumentality of this state, a political subdivision of this state or a municipality in this state; and
(3) Act of Congress shall mean the Act of Congress approved June 18, 1934, entitled An act to provide for the establishment, operation, and maintenance of foreign trade zones in ports of entry of the United States, to expedite and encourage foreign commerce, and for other purposes, as amended, and commonly known as the Foreign Trade Zone Act of 1934.
Source
Laws 1973, LB 387, § 1;
R.S.1943, (1991), § 21-20,145.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2702 - Foreign trade zones; establishment, operation, and maintenance.

21-2702.
Foreign trade zones; establishment, operation, and maintenance.
Any private corporation or public corporation shall have the power to apply to the proper authorities of the United States for a grant of the privilege of establishing, operating and maintaining foreign trade zones and foreign trade subzones under the provisions of the Act of Congress and, when such grant is issued, to accept such grant and to establish, operate and maintain such foreign trade zones and foreign trade subzones and to do all things necessary and proper to carry into effect the establishment, operation and maintenance of such zones, all in accordance with the Act of Congress and other applicable law and rules and regulations.
Source
Laws 1973, LB 387, § 2;
R.S.1943, (1991), § 21-20,146.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2703 - Foreign trade zones; select and describe locations.

21-2703.
Foreign trade zones; select and describe locations.
Any private corporation or public corporation may select and describe the location of the foreign trade zones or foreign trade subzones for which an application is made, and make such rules and regulations concerning the establishment, operation and maintenance of the foreign trade zones or foreign trade subzones as may be necessary to comply with the Act of Congress or as may be necessary to comply with the rules and regulations made in accordance with the Act of Congress.
Source
Laws 1973, LB 387, § 3;
R.S.1943, (1991), § 21-20,147.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2802 - Religious association; vesting of property; application; notice; transfer of property.

21-2802.
Religious association; vesting of property; application; notice; transfer of property.
Upon the application to the district court for the county where such religious association was located, as provided in section 21-2801, by any officer, director, or trustee of the body in which such property is to vest as aforesaid, the court shall appoint a time for hearing the application. Three weeks' published and posted notice thereof shall be given, and any additional notice which the court may direct. Such notice shall direct all interested persons to appear on the date of such hearing and make their objections thereto, if any they have, and it shall be published in a newspaper published in whole or in part within such county or, if there is no such newspaper, in a newspaper published within this state and of general circulation within such county, as directed by the court. The posted notice shall be in three prominent public places within the county where such property is located. If, upon hearing, it appears that a proper case exists under section 21-2801, the court shall adjudge and direct a transfer of such property to be made through a trustee appointed by it for that purpose. Affidavits of the publishing and posting of the notice may be filed in the proceedings, and they shall be evidence in all actions and proceedings in the courts of this state.
Source
Laws 1967, c. 105, § 19, p. 334;
R.S.1943, (1991), § 21-1994.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2803 - Religious association; affiliated with other association; withdrawal; use of name.

21-2803.
Religious association; affiliated with other association; withdrawal; use of name.
Whenever any religious association, as defined in subdivision (1) or (2) of section 21-2801, shall have been affiliated with a conference, missionary society, state convention, or other body which is incorporated as the statewide cooperative agency of affiliated religious associations as defined in subdivision (1) or (2) of section 21-2801, and while so affiliated and with the assistance and cooperation of such statewide denominational cooperative agency has acquired property and caused title to the same to be vested in the name of such local association using in whole or in part the denominational designation of the denomination of such statewide denominational cooperative agency and thereafter, after a substantial change in the membership, such local religious association shall withdraw from and terminate its affiliation with the statewide denominational cooperative agency then such religious society, so far as title to the property acquired during such cooperation is concerned, shall be deemed to have ceased to exist or maintain its organization, within the meaning of section 21-2801, and shall not be thereafter entitled to use in the name of such religious association the characteristic denominational designation or other words calculated to induce the belief that it is in any way belonging to or affiliated with the denomination maintaining such a statewide cooperative agency.
Source
Laws 1967, c. 105, § 20, p. 335;
R.S.1943, (1991), § 21-1995.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2901 - Act, how cited.

21-2901.
Act, how cited.
Sections 21-2901 to 21-29,134 shall be known and may be cited as the Nebraska Limited Cooperative Association Act.
Source
Laws 2007, LB368, § 1;
Laws 2008, LB848, § 1.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2902 - Legislative power to amend or repeal.

21-2902.
Legislative power to amend or repeal.
The Legislature shall have the power to amend or repeal all or part of the Nebraska Limited Cooperative Association Act at any time and all domestic and foreign limited cooperative associations subject to the act shall be governed by the amendment or repeal.
Source
Laws 2007, LB368, § 2.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2904 - Nature of limited cooperative association.

21-2904.
Nature of limited cooperative association.
(1) A limited cooperative association is an entity distinct from its members.
(2) A limited cooperative association may be organized under the Nebraska Limited Cooperative Association Act for any lawful purpose, regardless of whether or not for profit, except for the purpose of being a financial institution which is subject to supervision by the Department of Banking and Finance under section 8-102 or which would be subject to supervision by the department if chartered by the State of Nebraska or the business of an insurer as described in section 44-102.
(3) A limited cooperative association has a perpetual duration, unless otherwise set forth in its articles of organization or bylaws.
Source
Laws 2007, LB368, § 4.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2905 - Powers.

21-2905.
Powers.
(1) Except as otherwise provided in the Nebraska Limited Cooperative Association Act, a limited cooperative association has the power to do all things necessary or convenient to carry on its activities, including the power to sue, be sued, and defend in its own name and to maintain an action against a member for harm caused to the limited cooperative association by a violation of the articles of organization or bylaws of the limited cooperative association or violation of a duty to the limited cooperative association.
(2)(a) Except as otherwise provided in subdivision (b) of this subsection, a limited cooperative association shall not issue bonds, debentures, or other evidence of indebtedness to a member unless, prior to issuance, the association provides the member with a written disclosure statement that includes a conspicuous notice that the money is not insured or guaranteed by an agency or instrumentality of the United States Government and that the investment may lose value.
(b) A limited cooperative association need not provide the written disclosure statement described in subdivision (a) of this subsection to any member that is described in subdivision (8) of section 8-1111.
(c) Any extension of credit by a limited cooperative association to a member in connection with the sale of the association's goods or services shall not:
(i) Exceed nine months from the date of such sale; or
(ii) Be secured by real property, except that an extension of credit in default at the end of the original term may be extended or renewed for successive periods not exceeding nine months in length and may be secured by real property at the end of the original term or any extension or renewal thereof.
(d) No new money may be advanced by an association in connection with the extension or renewal of an extension of credit granted under subdivision (2)(c) of this section.
Source
Laws 2007, LB368, § 5.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2906 - Name.

21-2906.
Name.
(1) The name of a limited cooperative association must contain the words "limited cooperative association" or their abbreviation.
(2) The name of a limited cooperative association shall not be the same as or deceptively similar to:
(a) The name of any entity organized or authorized to transact business in this state;
(b) A name reserved or registered under section 21-2907 or 21-2908; and
(c) A fictitious name approved for a foreign limited cooperative association authorized to transact business in this state.
Source
Laws 2007, LB368, § 6.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2907 - Reservation of name.

21-2907.
Reservation of name.
(1) A person may reserve the exclusive use of the name of a limited cooperative association, including a fictitious name for a foreign limited cooperative association whose name is unavailable, by delivering an application to the Secretary of State for filing. The application shall set forth the name and address of the applicant and the name proposed to be reserved. If the Secretary of State finds that the name applied for is available, it shall be reserved for the applicant's exclusive use for a nonrenewable one-hundred-twenty-day period.
(2) The owner of a name reserved for a limited cooperative association may transfer the reservation to another person by delivering to the Secretary of State a signed notice of the transfer which states the name and address of the transferee.
Source
Laws 2007, LB368, § 7.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2908 - Foreign limited cooperative association; name.

21-2908.
Foreign limited cooperative association; name.
(1) A foreign limited cooperative association may register its name pursuant to section 21-2907 if the name is not the same as or deceptively similar to names that are unavailable under section 21-2906.
(2) A foreign limited cooperative association may register its name, or its name with any addition required by section 21-29,106, by delivering to the Secretary of State for filing an application:
(a) Setting forth its name, or its name with any addition required by section 21-29,106, the state or country of organization and date of its organization, and a brief description of the nature of the affairs in which it is engaged; and
(b) Accompanied by a certificate of existence or authorization from the state or country of organization.
(3) A foreign limited cooperative association whose registration is effective may qualify as a foreign limited cooperative association under its name or consent in a record to the use of its name by a limited cooperative association later organized under the Nebraska Limited Cooperative Association Act or by a foreign limited cooperative association later authorized to transact business in this state. The registration of the name terminates when the limited cooperative association is organized or the foreign limited cooperative association qualifies or consents to the qualification of another foreign limited cooperative association under the registered name.
Source
Laws 2007, LB368, § 8.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2909 - Use of terms or abbreviation.

21-2909.
Use of terms or abbreviation.
The use of the terms "cooperative or nonstock cooperative" or an abbreviation of the terms under the Nebraska Limited Cooperative Association Act is not a violation of the provisions restricting the use of the terms under the Nonstock Cooperative Marketing Act or sections 21-1301 to 21-1339, however, use of the term "cooperative" by a limited cooperative association shall not be construed under any other law to qualify a limited cooperative association as a cooperative organized under the Nonstock Cooperative Marketing Act or sections 21-1301 to 21-1339.
Source
Laws 2007, LB368, § 9.
Cross References
Nonstock Cooperative Marketing Act, see section 21-1401.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2910 - Required information.

21-2910.
Required information.
A limited cooperative association shall maintain in a record at its principal office the following information:
(1) A current list showing the full name and last-known street address, mailing address, and term of office of each director and officer;
(2) A copy of the initial articles of organization and all amendments to and restatement of the articles, together with signed copies of any powers of attorney under which any articles, amendments, or restatement has been signed;
(3) A copy of the initial bylaws and all amendments to or restatement of the bylaws;
(4) A copy of any filed articles of merger or consolidation;
(5) A copy of any audited financial statements;
(6) A copy of the minutes of meetings of members and records of all actions taken by members without a meeting for the three most recent years;
(7) A current list showing the full name and last-known street and mailing addresses, separately identifying the patron members, in alphabetical order, and the investor members, in alphabetical order;
(8) A copy of the minutes of directors' meetings and records of all actions taken by directors without a meeting for the three most recent years;
(9) A record stating:
(a) The amount of cash contributed and agreed to be contributed by each member;
(b) A description and statement of the agreed value of other benefits contributed and agreed to be contributed by each member;
(c) The times at which, or events on the happening of which, any additional contributions agreed to be made by each member are to be made; and
(d) For a person that is both a patron member and an investor member, a specification of the interest the person owns in each capacity; and
(10) A copy of all communications in a record to members as a group or to any class of members as a group for the three most recent years.
Source
Laws 2007, LB368, § 10;
Laws 2008, LB848, § 3.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2911 - Business transactions of member with limited cooperative association.

21-2911.
Business transactions of member with limited cooperative association.
A member may lend money to and transact other business with the limited cooperative association and has the same rights and obligations with respect to the loan or other transaction as a person that is not a member subject to the articles of organization or bylaws or a specific contract relating to the transaction.
Source
Laws 2007, LB368, § 11.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2912 - Dual capacity.

21-2912.
Dual capacity.
A person may be both a patron member and an investor member. A person that is both a patron member and an investor member has the rights, powers, duties, and obligations provided by the Nebraska Limited Cooperative Association Act and the articles of organization or bylaws in each of those capacities. When the person acts as a patron member, the person is subject to the obligations, duties, and restrictions under the act and the articles of organization or bylaws governing patron members. When the person acts as an investor member, the person is subject to the obligations, duties, and restrictions under the act and the articles of organization or bylaws governing investor members.
Source
Laws 2007, LB368, § 12.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2913 - Designated office and agent for service of process.

21-2913.
Designated office and agent for service of process.
(1) A limited cooperative association and a foreign limited cooperative association shall designate and continuously maintain in this state:
(a) An office, which need not be a place of its activity in this state; and
(b) An agent for service of process.
(2) An agent for service of process of a limited cooperative association or foreign limited cooperative association shall be an individual who is a resident of this state or other person authorized to do business in this state.
Source
Laws 2007, LB368, § 13.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2914 - Change of designated office or agent for service of process.

21-2914.
Change of designated office or agent for service of process.
(1) In order to change its registered office, its agent for service of process, or the address of its agent for service of process, a limited cooperative association or a foreign limited cooperative association shall deliver to the Secretary of State for filing a statement of change containing:
(a) The name of the limited cooperative association or foreign limited cooperative association;
(b) The street and mailing addresses of its current registered office;
(c) If the current registered office is to be changed, the street and mailing addresses of the new registered office;
(d) The name and street and mailing addresses of its current agent for service of process; and
(e) If the current agent for service of process or an address of the agent is to be changed, the new information.
(2) A statement of change is effective when filed with the Secretary of State.
Source
Laws 2007, LB368, § 14.