reglab/statecodes huggingface dataset:
2023 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.
2023 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.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2,220.01 - Foreign corporation; domestication; procedure.

21-2,220.01.
Foreign corporation; domestication; procedure.
In lieu of compliance with section 21-2,203, relating to the authorization of foreign corporations to transact business in this state, any corporation organized under the laws of any other state or states which has heretofore filed, or which may hereafter file, with the Secretary of State of this state a copy, certified by the Secretary of State or other proper officer of the state or country under the laws of which such foreign corporation is formed, of its charter or articles of association or incorporation, together with all amendments to such date, the street address of its registered office in this state and the name and street address and, if one exists, a post office box number, of its current registered agent at that office, on filing with the Secretary of State a certified copy of a resolution adopted by its board of directors, including the date the resolution was adopted, accepting and agreeing to be bound by the provisions of the Nebraska Model Business Corporation Act with respect to its property and business operations within this state shall become and be a body corporate of this state as a foreign domesticated corporation. If the stock is no par, a resolution of the corporation, signed by an officer of the corporation, shall state the book value of the no par stock, which in no event shall be less than one dollar per share.
Source
Laws 2016, LB794, § 11.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2,220.02 - Foreign corporation; cessation of domestication.

21-2,220.02.
Foreign corporation; cessation of domestication.
Any foreign corporation which has domesticated pursuant to section 21-2,220.01 may cease to be a foreign domesticated corporation by filing with the Secretary of State a certified copy of a resolution adopted by its board of directors renouncing its domestication and withdrawing its acceptance and agreement provided for in section 21-2,220.01.
Source
Laws 2016, LB794, § 12.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2,220.03 - Foreign corporation; surrender of foreign charter; effect.

21-2,220.03.
Foreign corporation; surrender of foreign charter; effect.
If a foreign corporation which has domesticated pursuant to section 21-2,220.01 surrenders its foreign corporate charter, and files, records, and publishes notice of amended articles of incorporation in the manner, time, and places required by sections 21-219, 21-220, and 21-2,229, such foreign domesticated corporation shall thereupon become and be a domestic corporation organized under the Nebraska Model Business Corporation Act.
Source
Laws 2016, LB794, § 13.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2,220.04 - Foreign corporation; domesticated under prior law; status.

21-2,220.04.
Foreign corporation; domesticated under prior law; status.
Any corporation organized under the laws of any other state which had become, prior to January 1, 2017, a body corporate of this state as a foreign domesticated corporation, shall retain such status for all purposes.
Source
Laws 2016, LB794, § 14.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2,221 - Corporate records.

21-2,221.
Corporate records.
(MBCA 16.01) (a) A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation.
(b) A corporation shall maintain appropriate accounting records.
(c) A corporation or its agent shall maintain a record of its shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders, in alphabetical order by class of shares showing the number and class of shares held by each.
(d) A corporation shall maintain its records in the form of a document, including an electronic record or in another form capable of conversion into paper form within a reasonable time.
(e) A corporation shall keep a copy of the following records at its principal office:
(1) Its articles or restated articles of incorporation, all amendments to them currently in effect, and any notices to shareholders referred to in subdivision (k)(5) of section 21-203 regarding facts on which a filed document is dependent;
(2) Its bylaws or restated bylaws and all amendments to them currently in effect;
(3) Resolutions adopted by its board of directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations if shares issued pursuant to those resolutions are outstanding;
(4) The minutes of all shareholders' meetings and records of all action taken by shareholders without a meeting for the past three years;
(5) All written communications to shareholders generally within the past three years, including the financial statements furnished for the past three years under section 21-2,227;
(6) A list of the names and business addresses of its current directors and officers; and
(7) Its most recent biennial report delivered to the Secretary of State under section 21-2,228.
Source
Laws 2014, LB749, § 221.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2,223 - Scope of inspection right.

21-2,223.
Scope of inspection right.
(MBCA 16.03) (a) A shareholder's agent or attorney has the same inspection and copying rights as the shareholder represented.
(b) The right to copy records under section 21-2,222 includes, if reasonable, the right to receive copies by xerographic or other means, including copies through an electronic transmission if available and so requested by the shareholder.
(c) The corporation may comply at its expense with a shareholder's demand to inspect the record of shareholders under subdivision (c)(3) of section 21-2,222 by providing the shareholder with a list of shareholders that was compiled no earlier than the date of the shareholder's demand.
(d) The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the shareholder. The charge may not exceed the estimated cost of production, reproduction, or transmission of the records.
Source
Laws 2014, LB749, § 223.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2,224 - Court-ordered inspection.

21-2,224.
Court-ordered inspection.
(MBCA 16.04) (a) If a corporation does not allow a shareholder who complies with subsection (a) of section 21-2,222 to inspect and copy any records required by that subsection to be available for inspection, the district court of the county where the corporation's principal office, or, if none in this state, its registered office, is located may summarily order inspection and copying of the records demanded at the corporation's expense upon application of the shareholder.
(b) If a corporation does not within a reasonable time allow a shareholder to inspect and copy any other record, the shareholder who complies with subsections (c) and (d) of section 21-2,222 may apply to the district court of the county where the corporation's principal office, or, if none in this state, its registered office, is located for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis.
Source
Laws 2014, LB749, § 224.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2,225 - Inspection of records by directors.

21-2,225.
Inspection of records by directors.
(MBCA 16.05) (a) A director of a corporation is entitled to inspect and copy the books, records, and documents of the corporation at any reasonable time to the extent reasonably related to the performance of the director's duties as a director, including duties as a member of a committee, but not for any other purpose or in any manner that would violate any duty to the corporation.
(b) The district court of the county where the corporation's principal office, or, if none in this state, its registered office, is located may order inspection and copying of the books, records, and documents at the corporation's expense upon application of a director who has been refused such inspection rights, unless the corporation establishes that the director is not entitled to such inspection rights. The court shall dispose of an application under this subsection on an expedited basis.
(c) If an order is issued, the court may include provisions protecting the corporation from undue burden or expense and provisions prohibiting the director from using information obtained upon exercise of the inspection rights in a manner that would violate a duty to the corporation, and the court may also order the corporation to reimburse the director for the director's expenses incurred in connection with the application.
Source
Laws 2014, LB749, § 225.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2,226 - Exception to notice requirements.

21-2,226.
Exception to notice requirements.
(MBCA 16.06) (a) Whenever notice would otherwise be required to be given under any provision of the Nebraska Model Business Corporation Act to a shareholder, such notice need not be given if:
(1) Notices to shareholders of two consecutive annual meetings and all notices of meetings during the period between such two consecutive annual meetings have been sent to such shareholder at such shareholder's address as shown on the records of the corporation and have been returned undeliverable or could not be delivered; or
(2) All, but not less than two, payments of dividends on securities during a twelve-month period, or two consecutive payments of dividends on securities during a period of more than twelve months, have been sent to such shareholder at such shareholder's address as shown on the records of the corporation and have been returned undeliverable or could not be delivered.
(b) If any such shareholder shall deliver to the corporation a written notice setting forth such shareholder's then-current address, the requirement that notice be given to such shareholder shall be reinstated.
Source
Laws 2014, LB749, § 226.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2,227 - Financial statements for shareholders.

21-2,227.
Financial statements for shareholders.
(MBCA 16.20) (a) A corporation shall deliver to its shareholders annual financial statements, which may be consolidated or combined statements of the corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of changes in shareholders' equity for the year unless that information appears elsewhere in the financial statements. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.
(b) If the annual financial statements are reported upon by a public accountant, the report must accompany them. If not, the statements must be accompanied by a statement of the president or the person responsible for the corporation's accounting records:
(1) Stating such person's reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and
(2) Describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.
(c) Within one hundred twenty days after the close of each fiscal year, the corporation shall send the annual financial statements to each shareholder. Thereafter, on written request from a shareholder to whom the statements were not sent, the corporation shall send the shareholder the latest financial statements. A public corporation may fulfill its responsibilities under this section by delivering the specified financial statements or otherwise making them available in any manner permitted by the applicable rules and regulations of the United States Securities and Exchange Commission.
Source
Laws 2014, LB749, § 227.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2,228 - Biennial report for Secretary of State.

21-2,228.
Biennial report for Secretary of State.
(MBCA 16.21) Each domestic corporation and each foreign corporation authorized to transact business in this state shall deliver to the Secretary of State for filing a biennial report as required under section 21-301 or 21-304.
Source
Laws 2014, LB749, § 228.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2,229 - Notice of incorporation, amendment, merger, or share exchange; notice of dissolution.

21-2,229.
Notice of incorporation, amendment, merger, or share exchange; notice of dissolution.
(a) Notice of incorporation, amendment, merger, or share exchange of a domestic corporation shall be published for three successive weeks in some legal newspaper of general circulation in the county where the corporation's principal office, or, if none in this state, its registered office, is located.
A notice of incorporation shall show (1) the corporate name for the corporation, (2) the number of shares the corporation is authorized to issue, (3) the street address of the corporation's initial registered office and the name of its initial registered agent at that office, and (4) the name and street address of each incorporator.
A brief resume of any amendment, merger, or share exchange of the corporation shall be published in the same manner and for the same period of time as a notice of incorporation is required to be published.
(b) Notice of the dissolution of a domestic corporation and the terms and conditions of such dissolution and the names of the persons who are to wind up and liquidate its business and affairs and their official titles with a statement of assets and liabilities of the corporation shall be published for three successive weeks in some legal newspaper of general circulation in the county where the corporation's principal office, or, if none in this state, its registered office, is located.
(c) Proof of publication of any of the notices required to be published under this section shall be filed in the office of the Secretary of State. In the event any notice required to be given pursuant to this section is not given but is subsequently published for the required time and proof of the publication thereof is filed in the office of the Secretary of State, the acts of such corporation prior to, as well as after, such publication shall be valid.
Source
Laws 2014, LB749, § 229.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2,230 - Application to existing domestic corporations.

21-2,230.
Application to existing domestic corporations.
(MBCA 17.01) The Nebraska Model Business Corporation Act applies to all domestic corporations in existence on January 1, 2017, that were incorporated under any general statute of this state providing for incorporation of corporations for profit if power to amend or repeal the statute under which the corporation was incorporated was reserved.
Source
Laws 2014, LB749, § 230;
Laws 2015, LB157, § 8.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2,231 - Application to qualified foreign corporations.

21-2,231.
Application to qualified foreign corporations.
(MBCA 17.02) A foreign corporation authorized to transact business in this state on January 1, 2017, is subject to the Nebraska Model Business Corporation Act but is not required to obtain a new certificate of authority to transact business under the act.
Source
Laws 2014, LB749, § 231;
Laws 2015, LB157, § 9.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2,232 - Saving provisions.

21-2,232.
Saving provisions.
(MBCA 17.03) (a) Except as provided in subsection (b) of this section, the repeal of a statute by Laws 2014, LB749, does not affect:
(1) The operation of the statute or any action taken under it before its repeal;
(2) Any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the statute before its repeal;
(3) Any violation of the statute, or any penalty, forfeiture, or punishment incurred because of the violation, before its repeal; or
(4) Any proceeding, reorganization, or dissolution commenced under the statute before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the statute as if it had not been repealed.
(b) If a penalty or punishment imposed for violation of a statute repealed by Laws 2014, LB749, is reduced by Laws 2014, LB749, the penalty or punishment if not already imposed shall be imposed in accordance with Laws 2014, LB749.
(c) In the event that any provisions of the Nebraska Model Business Corporation Act are deemed to modify, limit, or supersede the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. 7001 et seq., as the act existed on January 1, 2014, the provisions of the Nebraska Model Business Corporation Act shall control to the maximum extent permitted by section 102(a)(2) of that federal act, 15 U.S.C. 7002(a)(2).
Source
Laws 2014, LB749, § 232.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-301 - Domestic corporations; biennial report and occupation tax; procedure.

21-301.
Domestic corporations; biennial report and occupation tax; procedure.
(1) Each domestic corporation subject to the Nebraska Model Business Corporation Act shall deliver a biennial report to the Secretary of State, as of January 1 of each even-numbered year, in such form as the Secretary of State may prescribe. The report shall be signed by one of the following: The president, a vice president, a secretary, or a treasurer of the corporation. The signature may be digital or electronic if it conforms to section 86-611. The report and occupation tax shall be delivered to the Secretary of State. The report and occupation tax shall be due on March 1 of each even-numbered year and shall become delinquent if not filed and paid by April 15 of each even-numbered year. If the Secretary of State finds that such report and occupation tax conform to the requirements of the law, the Secretary of State shall file the report. If the Secretary of State finds that the report or occupation tax does not conform, the Secretary of State shall not file the report or accept the occupation tax but shall return the report and occupation tax to the corporation for any necessary corrections. A correction or amendment to the report may be filed at any time.
(2) In each even-numbered year, the Secretary of State shall cause a notice to be sent either by United States mail or electronically transmitted to each corporation for which a report and occupation tax as described in this section have not been received as of March 1. The notice shall state that the report has not been received, that the report and occupation tax are due on March 1, and that the corporation will be administratively dissolved if the report and proper occupation tax are not received by April 15.
Source
Laws 1913, c. 240, § 1, p. 745;
R.S.1913, § 761;
C.S.1922, § 679;
C.S.1929, § 24-1701;
R.S.1943, § 21-301;
Laws 1967, c. 101, § 1, p. 309;
Laws 1969, c. 124, § 1, p. 567;
Laws 1982, LB 928, § 6;
Laws 2002, LB 989, § 1;
Laws 2003, LB 524, § 1;
Laws 2006, LB 647, § 1;
Laws 2008, LB379, § 1;
Laws 2014, LB749, § 238.
Cross References
Nebraska Model Business Corporation Act, see section 21-201.
Annotations
Intention of Legislature was to place domestic and foreign corporation upon an equality as regards tax. State ex rel. J. I. Case Threshing Machine Co. v. Marsh, 117 Neb. 832, 223 N.W. 126 (1929).
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-302 - Domestic corporations; biennial report; contents.

21-302.
Domestic corporations; biennial report; contents.
The biennial report required under section 21-301 from a domestic corporation shall show:
(1) The exact corporate name of the corporation;
(2) The street address of the corporation's registered office and the name of its current registered agent at that office in this state. A post office box number may be provided in addition to the street address;
(3) The street address of the corporation's principal office;
(4) The names and street addresses of the corporation's directors and principal officers, which shall include the president, secretary, and treasurer;
(5) A brief description of the nature of the corporation's business;
(6) The amount of paid-up capital stock; and
(7) The change or changes, if any, in the above particulars made since the last biennial report.
Source
Laws 1913, c. 240, § 2, p. 745;
R.S.1913, § 762;
C.S.1922, § 680;
C.S.1929, § 24-1702;
R.S.1943, § 21-302;
Laws 1967, c. 101, § 2, p. 309;
Laws 1995, LB 109, § 195;
Laws 2003, LB 524, § 2;
Laws 2008, LB379, § 2;
Laws 2014, LB749, § 239.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-304 - Foreign corporations; biennial report and occupation tax; procedure.

21-304.
Foreign corporations; biennial report and occupation tax; procedure.
(1) Each foreign corporation subject to the Nebraska Model Business Corporation Act, doing business in this state, owning or using a part or all of its capital or plant in this state, and subject to compliance with all other provisions of law shall, in addition to all other statements required by law, deliver a biennial report to the Secretary of State, as of January 1 of each even-numbered year, in such form as the Secretary of State may prescribe. The report shall be signed by one of the following: The president, a vice president, a secretary, or a treasurer of the corporation. The signature may be digital or electronic if it conforms to section 86-611. The report and occupation tax shall be delivered to the Secretary of State. The report and occupation tax shall be due on March 1 of each even-numbered year and shall become delinquent if not filed and paid by April 15 of each even-numbered year. If the Secretary of State finds that such report and occupation tax conform to the requirements of the law, the Secretary of State shall file the report. If the Secretary of State finds that the report or occupation tax does not conform, the Secretary of State shall not file the report or accept the occupation tax but shall return the report and occupation tax to the corporation for any necessary corrections. A correction or amendment to the report may be filed at any time.
(2) In each even-numbered year, the Secretary of State shall cause a notice to be sent either by United States mail or electronically transmitted to each corporation for which a report and occupation tax as described in this section have not been received as of March 1. The notice shall state that the report has not been received, that the report and occupation tax are due on March 1, and that the authority of the corporation to transact business in this state will be administratively revoked if the report and proper occupation tax are not received by April 15 of each even-numbered year.
Source
Laws 1913, c. 240, § 4, p. 748;
R.S.1913, § 764;
C.S.1922, § 682;
C.S.1929, § 24-1704;
R.S.1943, § 21-304;
Laws 1955, c. 63, § 3, p. 203;
Laws 1967, c. 101, § 4, p. 313;
Laws 1969, c. 124, § 3, p. 571;
Laws 1982, LB 928, § 8;
Laws 2002, LB 989, § 2;
Laws 2003, LB 524, § 4;
Laws 2006, LB 647, § 2;
Laws 2008, LB379, § 3;
Laws 2014, LB749, § 241.
Cross References
Nebraska Model Business Corporation Act, see section 21-201.
Annotations
This section requires statement of how much capital is employed within and how much without the state. State ex rel. J. I. Case Threshing Machine Co. v. Marsh, 117 Neb. 832, 223 N.W. 126 (1929).
State only can complain of failure to conform to statutory requirements. Northwest Ready Roofing Co. v. Antes, 117 Neb. 121, 219 N.W. 848 (1928).
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-305 - Foreign corporations; biennial report; contents.

21-305.
Foreign corporations; biennial report; contents.
The biennial report required under section 21-304 from a foreign corporation shall show:
(1) The exact corporate name of the foreign corporation and the name of the state or country under whose law it is incorporated;
(2) The street address of the foreign corporation's registered office and the name of its current registered agent at that office in this state. A post office box number may be provided in addition to the street address;
(3) The street address of the foreign corporation's principal office;
(4) The names and street addresses of the foreign corporation's directors and principal officers which shall include the president, secretary, and treasurer;
(5) A brief description of the nature of the foreign corporation's business;
(6) The value of the property owned and used by the foreign corporation in this state and where such property is situated; and
(7) The change or changes, if any, in the above particulars made since the last biennial report.
Source
Laws 1913, c. 240, § 5, p. 749;
R.S.1913, § 765;
C.S.1922, § 683;
C.S.1929, § 24-1705;
R.S.1943, § 21-305;
Laws 1967, c. 101, § 5, p. 313;
Laws 1995, LB 109, § 196;
Laws 2003, LB 524, § 5;
Laws 2008, LB379, § 4;
Laws 2014, LB749, § 242.
Annotations
Domestic and foreign corporations are treated differently for purpose of tax. State of Nebraska ex rel. Beatrice Creamery Co. v. Marsh, 119 Neb. 197, 227 N.W. 926 (1929), appeal dismissed 282 U.S. 799 (1930).
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-306 - Foreign corporations; occupation tax; investigation by Secretary of State for collection purposes.

21-306.
Foreign corporations; occupation tax; investigation by Secretary of State for collection purposes.
Upon the delivery of the biennial report required under section 21-304 to the Secretary of State, it shall be the duty of every foreign corporation doing business in this state to pay to the Secretary of State an occupation tax each even-numbered calendar year beginning January 1 and become due and assessable on March 1 of that year and become delinquent if not paid by April 15 of each even-numbered year. The occupation tax shall be measured by the property employed by the foreign corporation in the conduct of its business in this state. For such purpose the property shall consist of the sum total of the actual value of all real estate and personal property employed in this state by such foreign corporation in the transaction of its business. The occupation tax to be paid by such foreign corporation shall be based upon the sum so determined and shall be considered the capital stock of such foreign corporation in this state for the purpose of the occupation tax. The schedule of payment shall be double the occupation tax set forth in section 21-303, or any amendments thereto, except that the occupation tax shall not exceed thirty thousand dollars, and the Secretary of State, or any person deputized by the Secretary of State, shall have authority to investigate and obtain information from such corporation or any state, county, or city official. Such officers are authorized by this section to furnish such information to the Secretary of State, or anyone deputized by the Secretary of State, in order to determine all facts and give effect to the collection of the occupation tax.
Source
Laws 1913, c. 240, § 6, p. 749;
R.S.1913, § 766;
C.S.1922, § 684;
C.S.1929, § 24-1706;
Laws 1933, c. 32, § 1, p. 212;
Laws 1935, c. 47, § 1, p. 172;
C.S.Supp.,1941, § 24-1706;
R.S.1943, § 21-306;
Laws 1955, c. 63, § 4, p. 203;
Laws 1965, c. 87, § 2, p. 353;
Laws 1967, c. 101, § 6, p. 313;
Laws 1969, c. 124, § 4, p. 571;
Laws 1982, LB 928, § 9;
Laws 2002, LB 989, § 3;
Laws 2003, LB 524, § 6;
Laws 2014, LB749, § 243.
Annotations
Occupation tax of foreign corporation is computed upon basis of paid-up capital stock employed in this state. State ex rel. J. I. Case Threshing Machine Co. v. Marsh, 117 Neb. 832, 223 N.W. 126 (1929).
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-311 - Occupation taxes; disposition; monthly report of Secretary of State.

21-311.
Occupation taxes; disposition; monthly report of Secretary of State.
The Secretary of State shall make a report monthly to the Tax Commissioner of the occupation taxes collected under sections 21-301 to 21-330 and remit them to the State Treasurer for credit to the General Fund. The report shall include the amount of any refunds paid out under section 21-328.
Source
Laws 1913, c. 240, § 11, p. 750;
R.S.1913, § 771;
C.S.1922, § 689;
C.S.1929, § 24-1711;
R.S.1943, § 21-311;
Laws 1984, LB 799, § 2;
Laws 2003, LB 524, § 7;
Laws 2014, LB749, § 244.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-312 - Occupation taxes; lien; notice; lien subject to prior liens.

21-312.
Occupation taxes; lien; notice; lien subject to prior liens.
The occupation taxes required to be paid by sections 21-301 to 21-330 shall be the first and best lien on all property of the corporation whether such real or personal property is employed by the corporation in the prosecution of its business or is in the hands of an assignee, trustee, or receiver for the benefit of the creditors and stockholders thereof. The Secretary of State may file notice of such lien in the office of the county clerk of the county wherein the personal property sought to be charged with such lien is situated and with the county clerk or register of deeds of the county wherein the real estate sought to be charged with such lien is situated. The lien provided for in this section shall be invalid as to any mortgagee or pledgee whose lien is filed, as against any judgment lien which attached, or as against any purchaser whose rights accrued, prior to the filing of such notice.
Source
Laws 1913, c. 240, § 12, p. 750;
R.S.1913, § 772;
C.S.1922, § 690;
C.S.1929, § 24-1712;
Laws 1943, c. 54, § 1, p. 218;
R.S.1943, § 21-312;
Laws 1969, c. 124, § 5, p. 572;
Laws 1988, LB 800, § 1;
Laws 2014, LB749, § 245.
Annotations
Under prior statute, occupation taxes were a lien although not filed in office of register of deeds or county clerk. Licking v. Hays Lumber Co., 146 Neb. 240, 19 N.W.2d 148 (1945).
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-313 - Domestic corporation; foreign corporation; failure to file report or pay occupation tax; effect.

21-313.
Domestic corporation; foreign corporation; failure to file report or pay occupation tax; effect.
(1) If a domestic corporation required to deliver the biennial report and pay the occupation tax prescribed in sections 21-301 to 21-330 fails or neglects to deliver such report or pay such occupation tax by April 15 of each even-numbered year, such corporation shall be administratively dissolved on April 16 of such year.
(2) If a foreign corporation required to deliver the biennial report and pay the occupation tax prescribed in sections 21-301 to 21-330 fails or neglects to deliver such report or pay such occupation tax by April 15 of each even-numbered year, the authority of such corporation to transact business in this state shall be administratively revoked on April 16 of such year.
Source
Laws 1913, c. 240, § 13, p. 750;
R.S.1913, § 773;
C.S.1922, § 691;
C.S.1929, § 24-1713;
R.S.1943, § 21-313;
Laws 1945, c. 39, § 1, p. 195;
Laws 1955, c. 63, § 7, p. 204;
Laws 1967, c. 101, § 9, p. 315;
Laws 1969, c. 124, § 6, p. 572;
Laws 1982, LB 928, § 10;
Laws 2002, LB 989, § 4;
Laws 2003, LB 524, § 8;
Laws 2014, LB749, § 246.
Annotations
Foreign corporation tax is computed upon the amount of its paid-up capital stock employed in Nebraska. State ex rel. J. I. Case Threshing Machine Co. v. Marsh, 117 Neb. 832, 223 N.W. 126 (1929).
After action has been brought in name of dissolved corporation, amendment may be allowed substituting as plaintiffs the managing directors as trustees. Weekes Grain & Live Stock Co. v. Ware & Leland, 99 Neb. 126, 155 N.W. 233 (1915).
After charter has been forfeited for nonpayment of occupation tax, corporation cannot sue in corporate name. Weekes Grain & Live Stock Co. v. Ware & Leland, 99 Neb. 126, 155 N.W. 233 (1915); Havens & Co. v. Colonial Apartment House Co., 97 Neb. 639, 150 N.W. 1011 (1915).
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-314 - Occupation taxes; how collected; credited to General Fund.

21-314.
Occupation taxes; how collected; credited to General Fund.
Occupation tax or taxes to be paid as provided in sections 21-301 to 21-330 may be recovered by an action in the name of the state and on collection shall be remitted to the State Treasurer for credit to the General Fund.
Source
Laws 1913, c. 240, § 14, p. 750;
R.S.1913, § 774;
C.S.1922, § 692;
C.S.1929, § 24-1714;
R.S.1943, § 21-314;
Laws 1969, c. 124, § 7, p. 573;
Laws 1988, LB 800, § 2;
Laws 2003, LB 524, § 9;
Laws 2014, LB749, § 247.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-315 - Occupation taxes; collection; venue of action.

21-315.
Occupation taxes; collection; venue of action.
The Attorney General, on request of the Secretary of State, shall institute such action to recover occupation taxes in the district court of Lancaster County or any other county in the state in which such corporation has an office or place of business.
Source
Laws 1913, c. 240, § 15, p. 750;
R.S.1913, § 775;
C.S.1922, § 693;
C.S.1929, § 24-1715;
R.S.1943, § 21-315;
Laws 2014, LB749, § 248.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-318 - List of corporations; duty of Secretary of State.

21-318.
List of corporations; duty of Secretary of State.
It shall be the duty of the Secretary of State to prepare and keep a correct list of all corporations subject to sections 21-301 to 21-330 and engaged in business within this state. For the purpose of obtaining the necessary information, the Secretary of State, or other person deputized by him or her, shall have access to the records of the offices of the county clerks of the state.
Source
Laws 1913, c. 240, § 18, p. 751;
R.S.1913, § 778;
C.S.1922, § 696;
C.S.1929, § 24-1718;
R.S.1943, § 21-318;
Laws 1988, LB 800, § 3;
Laws 2014, LB749, § 249.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-319 - Investigation by Secretary of State for collection purposes; duty of county clerk.

21-319.
Investigation by Secretary of State for collection purposes; duty of county clerk.
Any county clerk shall, upon request of the Secretary of State, furnish him or her with such information as is shown by the records of his or her office concerning corporations located within his or her county and subject to sections 21-301 to 21-330. The Secretary of State, or any person deputized by him or her for the purpose of determining the amount of the occupation tax due from such corporation, shall have authority to investigate and determine the facts showing the proportion of the paid-up capital stock of the company represented by its property and business in this state.
Source
Laws 1913, c. 240, § 19, p. 751;
R.S.1913, § 779;
C.S.1922, § 697;
C.S.1929, § 24-1719;
R.S.1943, § 21-319;
Laws 1988, LB 800, § 4;
Laws 2014, LB749, § 250.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-321 - Reports and fees; exemptions.

21-321.
Reports and fees; exemptions.
All banking, insurance, and building and loan association corporations paying fees and making reports to the Director of Insurance or the Director of Banking and Finance and all other corporations paying an occupation tax to the state under any other statutory provisions than those of sections 21-301 to 21-330 shall be exempt from the provisions of such sections.
Source
Laws 1913, c. 240, § 21, p. 752;
R.S.1913, § 781;
C.S.1922, § 699;
C.S.1929, § 24-1721;
R.S.1943, § 21-321;
Laws 1969, c. 124, § 8, p. 573;
Laws 1988, LB 800, § 5;
Laws 2003, LB 524, § 10;
Laws 2014, LB749, § 251.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-322 - Dissolution; certificate required; filing; fees.

21-322.
Dissolution; certificate required; filing; fees.
In case of dissolution of a corporation by action of a competent court, or the winding up of a corporation, either foreign or domestic, by proceedings in assignment or bankruptcy, a certificate shall be signed by the clerk of the court in which such proceedings were had and filed in the office of the Secretary of State. The fees for making and filing such certificate shall be taxed as costs in the proceedings and paid out of the funds of the corporation and shall have the same priority as other costs.
Source
Laws 1913, c. 240, § 22, p. 752;
R.S.1913, § 782;
C.S.1922, § 700;
C.S.1929, § 24-1722;
Laws 1943, c. 54, § 2, p. 218;
R.S.1943, § 21-322;
Laws 1967, c. 101, § 11, p. 315;
Laws 2014, LB749, § 252.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-323.02 - Domestic corporation administratively dissolved; denial of reinstatement; appeal.

21-323.02.
Domestic corporation administratively dissolved; denial of reinstatement; appeal.
(1) If the Secretary of State denies a corporation's application for reinstatement following administrative dissolution under section 21-323, he or she shall serve the corporation under section 21-236 with a written notice that explains the reason or reasons for denial.
(2) The corporation may appeal the denial of reinstatement to the district court of Lancaster County within thirty days after service of the notice of denial is perfected under section 21-236. The corporation shall appeal by petitioning the court to set aside the dissolution and attaching to the petition copies of the Secretary of State's certificate of dissolution, the corporation's application for reinstatement, and the Secretary of State's notice of denial.
(3) The court may summarily order the Secretary of State to reinstate the dissolved corporation or may take other action the court considers appropriate.
(4) The court's final decision may be appealed as in other civil proceedings.
Source
Laws 1995, LB 109, § 199;
Laws 2014, LB749, § 255.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-325.02 - Foreign corporation authority to transact business; reinstatement denied; appeal.

21-325.02.
Foreign corporation authority to transact business; reinstatement denied; appeal.
(1) If the Secretary of State denies a foreign corporation's application for reinstatement following administrative revocation of its certificate of authority under section 21-325, 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.
(2) The 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 shall appeal 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.
(3) 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.
(4) The court's final decision may be appealed as in other civil proceedings.
Source
Laws 1996, LB 1036, § 3;
Laws 2014, LB749, § 258.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-328 - Occupation tax; refund; procedure; appeal.

21-328.
Occupation tax; refund; procedure; appeal.
Any corporation paying the occupation tax imposed by section 21-303 or 21-306 may claim a refund if the payment of such occupation tax was invalid for any reason. The corporation shall file a written claim and any evidence supporting the claim within two years after payment of such occupation tax. The Secretary of State shall either approve or deny the claim within thirty days after such filing. Any approved claims shall be paid out of the General Fund. Appeal of a decision by the Secretary of State shall be in accordance with the Administrative Procedure Act.
Source
Laws 1984, LB 799, § 1;
Laws 1988, LB 352, § 21;
Laws 2014, LB749, § 259.
Cross References
Administrative Procedure Act, see section 84-920.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-329 - Paid-up capital stock, defined.

21-329.
Paid-up capital stock, defined.
For purposes of sections 21-301 to 21-330, the term paid-up capital stock shall mean, at any particular time, the sum of the par value of all shares of capital stock of the corporation issued and outstanding.
Source
Laws 1984, LB 800, § 1;
Laws 1995, LB 109, § 202;
Laws 1999, LB 35, § 1;
Laws 2014, LB749, § 260.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-330 - Corporations; excess payment; refund.

21-330.
Corporations; excess payment; refund.
Any corporation which has paid occupation tax in excess of the proper amount of the occupation tax imposed in sections 21-301 to 21-330 shall be entitled to a refund of such excess payment. Claims for refund shall be filed with the Secretary of State or may be submitted by the Secretary of State based on his or her own investigation. If approved or submitted by the Secretary of State, the claim shall be forwarded to the State Treasurer for payment from the General Fund. The Secretary of State shall not refund any excess occupation tax payment if five years have passed from the date of the excess payment.
Source
Laws 1991, LB 829, § 25;
Laws 1992, Fourth Spec. Sess., LB 1, § 1;
Laws 1993, LB 345, § 1;
Laws 1995, LB 182, § 21;
Laws 2003, LB 524, § 15;
Laws 2006, LB 647, § 3;
Laws 2014, LB749, § 261.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-402 - Applicability of act; Nebraska Model Business Corporation Act generally applicable.

21-402.
Applicability of act; Nebraska Model Business Corporation Act generally applicable.
(1) The Nebraska Benefit Corporation Act applies to all benefit corporations.
(2) The existence of a provision of the Nebraska Benefit Corporation Act does not of itself create an implication that a contrary or different rule of law is applicable to a business corporation that is not a benefit corporation. The act does not affect a statute or rule of law that is applicable to a business corporation that is not a benefit corporation.
(3) Except as otherwise provided in the Nebraska Benefit Corporation Act, the Nebraska Model Business Corporation Act is generally applicable to all benefit corporations. The specific provisions of the Nebraska Benefit Corporation Act control over the general provisions of the Nebraska Model Business Corporation Act. A benefit corporation may be subject simultaneously to the Nebraska Benefit Corporation Act and one or more other statutes that provide for the incorporation of a specific type of business corporation.
(4) A provision of the articles of incorporation or bylaws of a benefit corporation may not limit, be inconsistent with, or supersede a provision of the Nebraska Benefit Corporation Act.
Source
Laws 2014, LB751, § 2;
Laws 2015, LB35, § 1.
Cross References
Nebraska Model Business Corporation Act, see section 21-201.