reglab/statecodes huggingface dataset:
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,110 - Restated articles of incorporation.

21-19,110.
Restated articles of incorporation.
(a) A corporation's board of directors may restate its articles of incorporation at any time with or without approval by members or any other person.
(b) The restatement may include one or more amendments to the articles. If the restatement includes an amendment requiring approval by the members or any other person, it must be adopted as provided in section 21-19,107.
(c) If the restatement includes an amendment requiring approval by members, the board must submit the restatement to the members for their approval.
(d) If the board seeks to have the restatement approved by the members at a membership meeting, the corporation shall notify each of its members of the proposed membership meeting in writing in accordance with section 21-1955. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change it would make in the articles.
(e) If the board seeks to have the restatement approved by the members by written ballot or written consent, the material soliciting the approval shall contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change it would make in the articles.
(f) A restatement requiring approval by the members must be approved by the same vote as an amendment to articles under section 21-19,107.
(g) If the restatement includes an amendment requiring approval pursuant to section 21-19,116, the board must submit the restatement for such approval.
(h) A corporation restating its articles shall deliver to the Secretary of State articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate setting forth:
(1) Whether the restatement contains an amendment to the articles requiring approval by the members or any other person other than the board of directors and, if it does not, that the board of directors adopted the restatement; or
(2) If the restatement contains an amendment to the articles requiring approval by the members, the information required by section 21-19,109; and
(3) If the restatement contains an amendment to the articles requiring approval by a person whose approval is required pursuant to section 21-19,116, a statement that such approval was obtained.
(i) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.
(j) The Secretary of State may certify restated articles of incorporation as the articles of incorporation currently in effect without including the certificate information required by subsection (h) of this section.
Source
Laws 1996, LB 681, § 110.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,111 - Amendment pursuant to judicial reorganization.

21-19,111.
Amendment pursuant to judicial reorganization.
(a) A corporation's articles may be amended without board approval or approval by the members or approval required pursuant to section 21-19,116 to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute if the articles after amendment contain only provisions required or permitted by section 21-1921.
(b) The individual or individuals designated by the court shall deliver to the Secretary of State articles of amendment setting forth:
(1) The name of the corporation;
(2) The text of each amendment approved by the court;
(3) The date of the court's order or decree approving the articles of amendment;
(4) The title of the reorganization proceeding in which the order or decree was entered; and
(5) A statement that the court had jurisdiction of the proceeding under federal statute.
(c) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
Source
Laws 1996, LB 681, § 111.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,112 - Effect of amendment and restatement.

21-19,112.
Effect of amendment and restatement.
An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, any requirement or limitation imposed upon the corporation, or any property held by it by virtue of any trust upon which such property is held by the corporation, or the existing rights of persons other than members of the corporation. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name.
Source
Laws 1996, LB 681, § 112.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,113 - Amendment to bylaws by directors.

21-19,113.
Amendment to bylaws by directors.
If a corporation has no members, its incorporators, until directors have been chosen, and thereafter its board of directors, may adopt one or more amendments to the corporation's bylaws subject to any approval required pursuant to section 21-19,116. The corporation shall provide notice of any meeting of directors at which an amendment is to be approved. The notice shall be in accordance with subsection (c) of section 21-1982. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the bylaws and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment must be approved by a majority of the directors in office at the time the amendment is adopted.
Source
Laws 1996, LB 681, § 113.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,114 - Amendment to bylaws by directors and members.

21-19,114.
Amendment to bylaws by directors and members.
(a) Unless the Nebraska Nonprofit Corporation Act, the articles, bylaws, the members (acting pursuant to subsection (b) of this section), or the board of directors (acting pursuant to subsection (c) of this section) require a greater vote or voting class, an amendment to a corporation's bylaws to be adopted must be approved:
(1)(i) By the board if the corporation is a public benefit or religious corporation and the amendment does not relate to the number of directors, the composition of the board, the term of office of the directors, or the method or way in which directors are elected or selected;
(ii) By the members by two-thirds of the votes cast or a majority of the voting power, whichever is less; and
(iii) In writing by any person or persons whose approval is required by a provision of the articles authorized by section 21-19,116; or
(2) If the articles authorize:
(i)(A) By the board if the amendment does not relate to the number of directors, the composition of the board, the term of office of the directors, or the method or way in which directors are elected or selected; or
(B) By the members by two-thirds of the votes cast or a majority of the voting power, whichever is less; and
(ii) In writing by any person or persons whose approval is required by a provision of the articles authorized by section 21-19,116.
(b) The members may condition the amendment's adoption on its receipt of a higher percentage of affirmative votes or on any other basis.
(c) If the board initiates an amendment to the bylaws or board approval is required or authorized by subsection (a) of this section to adopt an amendment to the bylaws, the board may condition the amendment's adoption on receipt of a higher percentage of affirmative votes or on any other basis.
(d) If the board or the members seek to have the amendment approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in writing in accordance with section 21-1955. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.
(e) If the board or the members seek to have the amendment approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment.
Source
Laws 1996, LB 681, § 114;
Laws 1999, LB 422, § 1.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,115 - Class voting by members on amendments.

21-19,115.
Class voting by members on amendments.
(a) The members of a class in a public benefit corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would change the rights of that class as to voting in a manner different than such amendment affects another class or members of another class.
(b) The members of a class in a mutual benefit corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would:
(1) Affect the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer of memberships in a manner different than such amendment would affect another class;
(2) Change the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer by changing the rights, privileges, preferences, restrictions, or conditions of another class;
(3) Increase or decrease the number of memberships authorized for that class;
(4) Increase the number of memberships authorized for another class;
(5) Effect an exchange, reclassification, or termination of all or part of the memberships of that class; or
(6) Authorize a new class of memberships.
(c) The members of a class of a religious corporation are entitled to vote as a class on a proposed amendment to the bylaws only if a class vote is provided for in the articles or bylaws.
(d) If a class is to be divided into two or more classes as a result of an amendment to the bylaws, the amendment must be approved by the members of each class that would be created by the amendment; and
(e) If a class vote is required to approve an amendment to the bylaws, the amendment must be approved by the members of the class by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less.
(f) A class of members is entitled to the voting rights granted by this section although the articles and bylaws provide that the class may not vote on the proposed amendment.
Source
Laws 1996, LB 681, § 115.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,116 - Approval by third persons.

21-19,116.
Approval by third persons.
The articles may require an amendment to the articles or bylaws to be approved in writing by a specified person or persons other than the board. Such an article provision may only be amended with the approval in writing of such person or persons.
Source
Laws 1996, LB 681, § 116.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,117 - Amendment terminating members or redeeming or canceling memberships.

21-19,117.
Amendment terminating members or redeeming or canceling memberships.
(a) Any amendment to the articles or bylaws of a public benefit or mutual benefit corporation that would terminate all members or any class of members or redeem or cancel all memberships or any class of memberships must meet the requirements of the Nebraska Nonprofit Corporation Act and this section.
(b) Before adopting a resolution proposing such an amendment, the board of a mutual benefit corporation shall give notice of the general nature of the amendment to the members.
(c) After adopting a resolution proposing such an amendment, the notice to members proposing such amendment shall include one statement of up to five hundred words opposing the proposed amendment if such statement is submitted by any five members or members having three percent or more of the voting power, whichever is less, not later than twenty days after the board has voted to submit such amendment to the members for their approval. In public benefit corporations the production and mailing costs shall be paid by the requesting members. In mutual benefit corporations the production and mailing costs shall be paid by the corporation.
(d) Any such amendment shall be approved by the members by two-thirds of the votes cast by each class.
(e) The provisions of section 21-1947 shall not apply to any amendment meeting the requirements of the act and this section.
Source
Laws 1996, LB 681, § 117.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,118 - Approval of plan of merger.

21-19,118.
Approval of plan of merger.
(a) Subject to the limitations set forth in section 21-19,119, one or more nonprofit corporations may merge into a business or nonprofit corporation, if the plan of merger is approved as provided in section 21-19,120.
(b) The plan of merger must set forth:
(1) The name of each corporation planning to merge and the name of the surviving corporation into which each plans to merge;
(2) The terms and conditions of the planned merger;
(3) The manner and basis, if any, of converting the memberships of each public benefit or religious corporation into memberships of the surviving corporation; and
(4) If the merger involves a mutual benefit corporation, the manner and basis, if any, of converting memberships of each merging corporation into memberships, obligations, or securities of the surviving or any other corporation or into cash or other property in whole or in part.
(c) The plan of merger may set forth:
(1) Any amendments to the articles of incorporation or bylaws of the surviving corporation to be effected by the planned merger; and
(2) Other provisions relating to the planned merger.
Source
Laws 1996, LB 681, § 118.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,121 - Articles of merger.

21-19,121.
Articles of merger.
After a plan of merger is approved by the board of directors, and if required by section 21-19,119 or 21-19,120, by the district court or the members and any other persons, the surviving corporation shall deliver to the Secretary of State articles of merger setting forth:
(1) The plan of merger;
(2) If approval by the members was not required, a statement to that effect and a statement that the plan was approved by a sufficient vote of the board of directors;
(3) If approval by members was required:
(i) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the plan, and number of votes of each class indisputably voting on the plan; and
(ii) Either the total number of votes cast for and against the plan by each class entitled to vote separately on the plan or the total number of undisputed votes cast for the plan by each class and a statement that the number cast for the plan by each class was sufficient for approval by that class;
(4) If approval of the plan by some person or persons other than the members or the board is required pursuant to subdivision (a)(3) of section 21-19,120, a statement that the approval was obtained; and
(5) If prior approval of the district court is required pursuant to section 21-19,119, a certified copy of the order of the district court.
Source
Laws 1996, LB 681, § 121;
Laws 1997, LB 121, § 2.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,122 - Effect of merger.

21-19,122.
Effect of merger.
When a merger takes effect:
(1) Every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases;
(2) The title to all real estate and other property owned by each corporation party to the merger is vested in the surviving corporation without reversion or impairment subject to any and all conditions to which the property was subject prior to the merger;
(3) The surviving corporation has all liabilities and obligations of each corporation party to the merger;
(4) A proceeding pending against any corporation party to the merger may be continued as if the merger did not occur or the surviving corporation may be substituted in the proceeding for the corporation whose existence ceased; and
(5) The articles of incorporation and bylaws of the surviving corporation are amended to the extent provided in the plan of merger.
Source
Laws 1996, LB 681, § 122.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,123 - Merger with foreign corporation.

21-19,123.
Merger with foreign corporation.
(a) Except as provided in section 21-19,119, one or more foreign business or nonprofit corporations may merge with one or more domestic nonprofit corporations if:
(1) The merger is permitted by the law of the state or country under whose law each foreign corporation is incorporated and each foreign corporation complies with that law in effecting the merger;
(2) The foreign corporation complies with section 21-19,121 if it is the surviving corporation of the merger; and
(3) Each domestic nonprofit corporation complies with the provisions of sections 21-19,118 to 21-19,120 and, if it is the surviving corporation of the merger, with section 21-19,121.
(b) Upon the merger taking effect, the surviving foreign business or nonprofit corporation is deemed to agree that it may be served with process within or without this state in any proceeding in the courts of this state brought against it.
Source
Laws 1996, LB 681, § 123.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,124 - Bequests, devises, and gifts.

21-19,124.
Bequests, devises, and gifts.
Any bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance that is made to a constituent corporation and that takes effect or remains payable after the merger, inures to the surviving corporation unless the will or other instrument otherwise specifically provides.
Source
Laws 1996, LB 681, § 124.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,125 - Sale of assets in regular course of activities and mortgage of assets.

21-19,125.
Sale of assets in regular course of activities and mortgage of assets.
(a) A corporation may on the terms and conditions and for the consideration determined by the board of directors:
(1) Sell, lease, exchange, or otherwise dispose of all or substantially all of its property in the usual and regular course of its activities; or
(2) Mortgage, pledge, dedicate to the repayment of indebtedness (whether with or without recourse), or otherwise encumber any or all of its property whether or not in the usual and regular course of its activities.
(b) Unless the articles require it, approval of the members or any other person of a transaction described in subsection (a) of this section is not required.
Source
Laws 1996, LB 681, § 125.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,128 - Authorized distributions.

21-19,128.
Authorized distributions.
(a) A mutual benefit corporation may purchase its memberships if after the purchase is completed:
(1) The corporation would be able to pay its debts as they become due in the usual course of its activities; and
(2) The corporation's total assets would at least equal the sum of its total liabilities.
(b) Corporations may make distributions upon dissolution in conformity with sections 21-19,129 to 21-19,145.
Source
Laws 1996, LB 681, § 128.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,129 - Dissolution by incorporators or directors; notice of dissolution; plan.

21-19,129.
Dissolution by incorporators or directors; notice of dissolution; plan.
(a) A majority of the incorporators or directors of a corporation that has no members may, subject to any approval required by the articles or bylaws, dissolve the corporation by delivering to the Secretary of State articles of dissolution.
(b) The corporation shall give notice of any meeting at which dissolution will be approved. The notice shall be in accordance with subsection (c) of section 21-1982. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation.
(c) The incorporators or directors in approving dissolution shall adopt a plan of dissolution indicating to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.
Source
Laws 1996, LB 681, § 129.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,130 - Dissolution by directors, members, and third persons; plan.

21-19,130.
Dissolution by directors, members, and third persons; plan.
(a) Unless the Nebraska Nonprofit Corporation Act, the articles, or bylaws or the board of directors or members (acting pursuant to subsection (c) of this section) require a greater vote or voting by class, dissolution is authorized if it is approved:
(1) By the board;
(2) By the members, if any, by two-thirds of the votes cast or a majority of the voting power, whichever is less; and
(3) In writing by any person or persons whose approval is required by a provision of the articles authorized by section 21-19,116 for an amendment to the articles or bylaws.
(b) If the corporation does not have members, dissolution must be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition, the corporation shall provide notice of any directors' meeting at which such approval is to be obtained in accordance with subsection (c) of section 21-1982. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.
(c) The board may condition its submission of the proposed dissolution, and the members may condition their approval of the dissolution, on receipt of a higher percentage of affirmative votes or on any other basis.
(d) If the board seeks to have dissolution approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with section 21-1955. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.
(e) If the board seeks to have dissolution approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan of dissolution.
(f) The plan of dissolution shall indicate to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.
Source
Laws 1996, LB 681, § 130.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,131 - Notice to the Attorney General.

21-19,131.
Notice to the Attorney General.
(a) A public benefit or religious corporation shall give the Attorney General written notice that it intends to dissolve at or before the time it delivers articles of dissolution to the Secretary of State. The notice shall include a copy or summary of the plan of dissolution.
(b) No assets shall be transferred or conveyed by a public benefit or religious corporation as part of the dissolution process until twenty days after it has given the written notice required by subsection (a) of this section to the Attorney General or until the Attorney General has consented in writing to the dissolution or indicated in writing that he or she will take no action with respect to the transfer or conveyance, whichever is earlier.
(c) When all or substantially all of the assets of a public benefit corporation have been transferred or conveyed following approval of dissolution, the board shall deliver to the Attorney General a list showing those (other than creditors) to whom the assets were transferred or conveyed. The list shall indicate the addresses of each person (other than creditors) who received assets and indicate what assets each received.
Source
Laws 1996, LB 681, § 131.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,132 - Articles of dissolution.

21-19,132.
Articles of dissolution.
(a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the Secretary of State articles of dissolution setting forth:
(1) The name of the corporation;
(2) The date dissolution was authorized;
(3) A statement that dissolution was approved by a sufficient vote of the board;
(4) If approval of members was not required, a statement to that effect and a statement that dissolution was approved by a sufficient vote of the board of directors or incorporators;
(5) If approval by members was required:
(i) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on dissolution, and number of votes of each class indisputably voting on dissolution; and
(ii) Either the total number of votes cast for and against dissolution by each class entitled to vote separately on dissolution or the total number of undisputed votes cast for dissolution by each class and a statement that the number cast for dissolution by each class was sufficient for approval by that class;
(6) If approval of dissolution by some person or persons other than the members, the board, or the incorporators is required pursuant to subdivision (a)(3) of section 21-19,130, a statement that the approval was obtained; and
(7) If the corporation is a public benefit or religious corporation, that the notice to the Attorney General required by subsection (a) of section 21-19,131 has been given.
(b) A corporation is dissolved upon the effective date of its articles of dissolution.
Source
Laws 1996, LB 681, § 132.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,133 - Revocation of dissolution.

21-19,133.
Revocation of dissolution.
(a) A corporation may revoke its dissolution within one hundred twenty days after its effective date.
(b) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without action by the members or any other person.
(c) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the Secretary of State for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth:
(1) The name of the corporation;
(2) The effective date of the dissolution that was revoked;
(3) The date that the revocation of dissolution was authorized;
(4) If the corporation's board of directors (or incorporators) revoked the dissolution, a statement to that effect;
(5) If the corporation's board of directors revoked a dissolution authorized by the members alone or in conjunction with another person or persons, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and
(6) If member or third person action was required to revoke the dissolution, the information required by subdivisions (a)(5) and (6) of section 21-19,132.
(d) Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution.
(e) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its activities as if dissolution had never occurred.
Source
Laws 1996, LB 681, § 133.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,134 - Effect of dissolution.

21-19,134.
Effect of dissolution.
(a) A dissolved corporation continues its corporate existence but may not carry on any activities except those appropriate to wind up and liquidate its affairs, including:
(1) Preserving and protecting its assets and minimizing its liabilities;
(2) Discharging or making provision for discharging its liabilities and obligations;
(3) Disposing of its properties that will not be distributed in kind;
(4) Returning, transferring, or conveying assets held by the corporation upon a condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution, in accordance with such condition;
(5) Transferring, subject to any contractual or legal requirements, its assets as provided in or authorized by its articles of incorporation or bylaws;
(6) If the corporation is a public benefit or religious corporation and no provision has been made in its articles or bylaws for the distribution of assets on dissolution, transferring, subject to any contractual or legal requirement, its assets: (i) To one or more persons described in section 501(c)(3) of the Internal Revenue Code engaged in activities substantially similar to those of the dissolved corporation; or (ii) if the dissolved corporation is not described in section 501(c)(3) of the Internal Revenue Code, to one or more public benefit or religious corporations;
(7) If the corporation is a mutual benefit corporation and no provision has been made in its articles or bylaws for distribution of assets on dissolution, transferring its assets to its members or, if it has no members, to those persons to whom the corporation holds itself out as benefiting or serving; and
(8) Doing every other act necessary to wind up and liquidate its assets and affairs.
(b) Dissolution of a corporation does not:
(1) Transfer title of the corporation's property;
(2) Subject its directors or officers to standards of conduct different from those prescribed in sections 21-1968 to 21-19,104;
(3) Change quorum or voting requirements for its board or members, change provisions for selection, resignation, or removal of its directors or officers or both, or change provisions for amending its bylaws;
(4) Prevent commencement of a proceeding by or against the corporation in its corporate name;
(5) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or
(6) Terminate the authority of the registered agent.
Source
Laws 1996, LB 681, § 134.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,135 - Known claims against dissolved corporations; notice.

21-19,135.
Known claims against dissolved corporations; notice.
(a) A dissolved corporation may dispose of the known claims against it by following the procedure described in this section.
(b) The dissolved corporation shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice must:
(1) Describe information that must be included in a claim;
(2) Provide a mailing address where a claim may be sent;
(3) State the deadline, which may not be fewer than one hundred twenty days from the effective date of the written notice, by which the dissolved corporation must receive the claim; and
(4) State that the claim will be barred if not received by the deadline.
(c) A claim against the dissolved corporation is barred:
(1) If a claimant who was given written notice under subsection (b) of this section does not deliver the claim to the dissolved corporation by the deadline;
(2) If a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within ninety days from the effective date of the rejection notice.
(d) For purposes of this section, claim does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.
Source
Laws 1996, LB 681, § 135.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,136 - Unknown claims against dissolved corporation; notice.

21-19,136.
Unknown claims against dissolved corporation; notice.
(a) A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice.
(b) The notice must:
(1) Be published one time in a newspaper of general circulation in the county where the dissolved corporation's principal office (or, if none in this state, its registered office) is or was last located;
(2) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and
(3) State that a claim against the corporation will be barred unless a proceeding to enforce the claim is commenced within five years after publication of the notice.
(c) If the dissolved corporation publishes a newspaper notice in accordance with subsection (b) of this section, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within five years after the publication date of the newspaper notice:
(1) A claimant who did not receive written notice under section 21-19,135;
(2) A claimant whose claim was timely sent to the dissolved corporation but not acted on; and
(3) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
(d) A claim may be enforced under this section:
(1) Against the dissolved corporation, to the extent of its undistributed assets; or
(2) If the assets have been distributed in liquidation, against any person, other than a creditor of the corporation, to whom the corporation distributed its property to the extent of the distributee's pro rata share of the claim or the corporate assets distributed to such person in liquidation, whichever is less, but the distributee's total liability for all claims under this section may not exceed the total amount of assets distributed to the distributee.
Source
Laws 1996, LB 681, § 136.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,137 - Grounds for administrative dissolution.

21-19,137.
Grounds for administrative dissolution.
The Secretary of State may commence a proceeding under section 21-19,138 to administratively dissolve a corporation if:
(1) The corporation does not pay any fees, taxes, or penalties imposed by the Nebraska Nonprofit Corporation Act or other law when they are due;
(2) The corporation does not deliver its biennial report to the Secretary of State when it is due;
(3) The corporation is without a registered agent or registered office in this state for sixty days or more;
(4) The corporation does not notify the Secretary of State that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued within one hundred twenty days; or
(5) The corporation's period of duration, if any, stated in its articles of incorporation expires.
Source
Laws 1996, LB 681, § 137.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,138 - Procedure for and effect of administrative dissolution.

21-19,138.
Procedure for and effect of administrative dissolution.
(a) Upon determining that one or more grounds exist under section 21-19,137 for dissolving a corporation, the Secretary of State shall serve the corporation with written notice of that determination under section 21-1937, and in the case of a public benefit corporation shall notify the Attorney General in writing.
(b) If the corporation does not, within sixty days after service of the notice is perfected under section 21-1937, correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist, the Secretary of State may administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The Secretary of State shall file the original of the certificate and serve a copy on the corporation under section 21-1937 and in the case of a public benefit corporation shall notify the Attorney General in writing.
(c) A corporation administratively dissolved continues its corporate existence but may not carry on any activities except those necessary to wind up and liquidate its affairs under section 21-19,134 and notify its claimants under sections 21-19,135 and 21-19,136.
(d) The administrative dissolution of a corporation does not terminate the authority of its registered agent.
Source
Laws 1996, LB 681, § 138.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,139 - Reinstatement following administrative dissolution.

21-19,139.
Reinstatement following administrative dissolution.
(a) A corporation administratively dissolved under section 21-19,138 may apply to the Secretary of State for reinstatement within five years after the effective date of its administrative dissolution. The application must:
(1) Recite the name of the corporation and the effective date of its administrative dissolution;
(2) State that the ground or grounds for dissolution either did not exist or have been eliminated; and
(3) State that the corporation's name satisfies the requirements of section 21-1931.
(b) If the Secretary of State determines that the application for reinstatement contains the information required by subsection (a) of this section and that the information is correct, the Secretary of State shall cancel the certificate of dissolution and prepare a certificate of reinstatement reciting that determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the corporation under section 21-1937.
(c) A corporation that has been administratively dissolved under section 21-19,138 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 21-1905, must:
(1) Recite the name of the corporation and the effective date of its administrative dissolution;
(2) State that the ground or grounds for dissolution either did not exist or have been eliminated;
(3) State that the corporation's name satisfies the requirements of section 21-1931;
(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 that the application for late reinstatement contains the information required by subsection (c) of this section and that the information is correct, the Secretary of State shall cancel the certificate of dissolution and prepare a certificate of late reinstatement reciting that determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the corporation under section 21-1937.
(e) When reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation shall resume carrying on its activities as if the administrative dissolution had never occurred.
Source
Laws 1996, LB 681, § 139;
Laws 2012, LB854, § 4;
Laws 2015, LB279, § 10.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,140 - Appeal from denial of reinstatement.

21-19,140.
Appeal from denial of reinstatement.
(a) The Secretary of State, upon denying a corporation's application for reinstatement following administrative dissolution, shall serve the corporation under section 21-1937 with a written notice that explains the reason or reasons for denial.
(b) The corporation may appeal the denial of reinstatement to the district court of Lancaster County within ninety days after service of the notice of denial is perfected. The corporation appeals by petitioning the district 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.
(c) The district court may summarily order the Secretary of State to reinstate the dissolved corporation or may take other action the court considers appropriate.
(d) The district court's final decision may be appealed as in other civil proceedings.
Source
Laws 1996, LB 681, § 140.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,141 - Grounds for judicial dissolution.

21-19,141.
Grounds for judicial dissolution.
(a) The district court may dissolve a corporation:
(1) In a proceeding by the Attorney General if it is established that:
(i) The corporation obtained its articles of incorporation through fraud;
(ii) The corporation has continued to exceed or abuse the authority conferred upon it by law;
(iii) The corporation is a public benefit corporation and the corporate assets are being misapplied or wasted; or
(iv) The corporation is a public benefit corporation and is no longer able to carry out its purposes;
(2) Except as provided in the articles or bylaws of a religious corporation, in a proceeding by fifty members or members holding five percent of the voting power, whichever is less, or by a director or any person specified in the articles, if it is established that:
(i) The directors are deadlocked in the management of the corporate affairs, and the members, if any, are unable to breach the deadlock;
(ii) The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent;
(iii) The members are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have, or would otherwise have, expired;
(iv) The corporate assets are being misapplied or wasted; or
(v) The corporation is a public benefit or religious corporation and is no longer able to carry out its purposes;
(3) In a proceeding by a creditor if it is established that:
(i) The creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or
(ii) The corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent; or
(4) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision.
(b) Prior to dissolving a corporation, the district court shall consider whether:
(1) There are reasonable alternatives to dissolution;
(2) Dissolution is in the public interest, if the corporation is a public benefit corporation; and
(3) Dissolution is the best way of protecting the interests of members if the corporation is a mutual benefit corporation.
Source
Laws 1996, LB 681, § 141.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,142 - Procedure for judicial dissolution.

21-19,142.
Procedure for judicial dissolution.
(a) Venue for a proceeding by the Attorney General to dissolve a corporation lies in the district court in the county where a corporation's principal office (or, if none in this state, its registered office) is or was last located or the district court of Lancaster County. Venue for a proceeding brought by any other party named in section 21-19,141 lies in the county where a corporation's principal office (or, if none in this state, its registered office) is or was last located.
(b) It is not necessary to make directors or members parties to a proceeding to dissolve a corporation unless relief is sought against them individually.
(c) The district court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the activities of the corporation until a full hearing can be held.
(d) A person other than the Attorney General who brings an involuntary dissolution proceeding for a public benefit or religious corporation shall forthwith give written notice of the proceeding to the Attorney General who may intervene.
Source
Laws 1996, LB 681, § 142.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,143 - Receivership or custodianship.

21-19,143.
Receivership or custodianship.
(a) The district court in a proceeding brought to dissolve a public benefit or mutual benefit corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The district court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all of its property wherever located.
(b) The district court may appoint an individual or a domestic or foreign business or nonprofit corporation (authorized to transact business in this state) as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.
(c) The district court shall describe the powers and duties of the receiver or custodian in its appointing order, which order may be amended from time to time. Among other powers:
(1) The receiver (i) may dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the district court. The receiver's power to dispose of the assets of the corporation is subject to any trust and any other restrictions that would be applicable to the corporation; and (ii) may sue and defend in the receiver's or custodian's name as receiver or custodian of the corporation in all courts of this state;
(2) The custodian may exercise all of the powers of the corporation, through or in place of its board of directors or officers, to the extent necessary to manage the affairs of the corporation in the best interests of its members and creditors.
(d) The district court during a receivership may redesignate the receiver as a custodian, and during a custodianship may redesignate the custodian as a receiver, if doing so is in the best interests of the corporation, its members, and creditors.
(e) The district court from time to time during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and the receiver or custodian's counsel from the assets of the corporation or proceeds from the sale of the assets.
Source
Laws 1996, LB 681, § 143.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,144 - Decree of dissolution.

21-19,144.
Decree of dissolution.
(a) If after a hearing the district court determines that one or more grounds for judicial dissolution described in section 21-19,141 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the district court shall deliver a certified copy of the decree to the Secretary of State, who shall file it.
(b) After entering the decree of dissolution, the district court shall direct the winding up and liquidation of the corporation's affairs in accordance with section 21-19,134 and the notification of its claimants in accordance with sections 21-19,135 and 21-19,136.
Source
Laws 1996, LB 681, § 144.