reglab/statecodes huggingface dataset:
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2110 - Shares; par value; authorized capital.

21-2110.
Shares; par value; authorized capital.
(1) Each share of stock of the corporation shall have a par value of not less than ten dollars per share, as fixed by its articles of incorporation, and shall be issued only for lawful money of the United States. At least two hundred thousand dollars shall be paid into the treasury for capital stock before a corporation shall be authorized to transact any business other than such business as relates to its organization.
(2) Each shareholder shall be entitled to one vote, in person or by proxy, for each share of capital stock held, and each member shall be entitled to one vote, in person or by proxy, as such member.
(3) The rights given by the Nebraska Model Business Corporation Act to shareholders to attend meetings and to receive notice thereof and to exercise voting rights shall apply to members as well as to shareholders of a corporation created under the Nebraska Business Development Corporation Act. The voting rights of the members shall be the same as if they were a separate class of shareholders, and shareholders and members shall in all cases vote separately by classes. A quorum at a shareholders' meeting shall require the presence in person or by proxy of a majority of the holders of the voting rights of each class.
Source
Laws 1967, c. 100, § 10, p. 306;
Laws 1995, LB 109, § 206;
Laws 2014, LB749, § 268.
Cross References
Nebraska Model Business Corporation Act, see section 21-201.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2111 - Board of directors; election; vacancy.

21-2111.
Board of directors; election; vacancy.
The business and affairs of the corporation shall be conducted by a board of directors. The number of directors shall at all times be a multiple of three. Two-thirds of the directors shall be elected by the members and one-third shall be elected by the shareholders. Any vacancy in the office of a director elected by members shall be filled by the directors elected by the members, and any vacancy in the office of a director elected by the shareholders shall be filled by the directors elected by the shareholders.
Source
Laws 1967, c. 100, § 11, p. 307.
Cross References
Cumulative voting for directors, see Article XII, section 1, Constitution of Nebraska.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2112 - Articles of incorporation; amendment.

21-2112.
Articles of incorporation; amendment.
No amendment to the articles of incorporation shall be made which increases the obligation of a member to make loans to the corporation or which makes any change in a principal amount, interest rate, maturity date, or in the security or credit position of any outstanding loan made by a member to the corporation or which affects the right of a member to withdraw from membership or the voting rights of such member without the consent of eighty percent of the members who would be affected by such amendment;
Provided,
that this section shall not be construed to authorize amendments of the articles of incorporation so as to give greater rights or powers to the corporation or lesser rights or powers to the members than are set forth in sections 21-2101 to 21-2117.
Source
Laws 1967, c. 100, § 12, p. 307.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2113 - Reserves; amount.

21-2113.
Reserves; amount.
Each year the corporation shall set apart, as a reserve against losses and contingencies, not less than ten percent of its net earnings for the preceding fiscal year until such reserve shall be equal in value to one-half of the amount paid in on the capital stock then outstanding. Whenever the amount of such reserve so evidenced shall become impaired, it shall be built up again to the required amount in the manner provided for its original accumulation.
Source
Laws 1967, c. 100, § 13, p. 307.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2114 - Funds; deposit.

21-2114.
Funds; deposit.
No corporation organized under the provisions of sections 21-2101 to 21-2117 shall at any time be authorized to receive money on deposit. The corporation shall not deposit any of its funds in any banking institution unless such institution has been designated as a depository by a vote of a majority of the directors present at an authorized meeting of the board of directors, exclusive of any director who is an officer or director of the depository so designated.
Source
Laws 1967, c. 100, § 14, p. 308.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2115 - Books and records.

21-2115.
Books and records.
A corporation shall keep, in addition to the books and records required by the Nebraska Model Business Corporation Act, a record showing the names and addresses of all members of the corporation and the current status of loans made by each to the corporation. Members shall have the same rights with respect to all books and records as are given to shareholders in the Nebraska Model Business Corporation Act.
Source
Laws 1967, c. 100, § 15, p. 308;
Laws 1995, LB 109, § 207;
Laws 2014, LB749, § 269.
Cross References
Nebraska Model Business Corporation Act, see section 21-201.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2116 - Shares; exempt from registration.

21-2116.
Shares; exempt from registration.
The shares of capital stock of the corporation and the documents representing the indebtedness of the corporation to its members, and any offering of the above, shall be exempt from registration under the Securities Act of Nebraska. A corporation making any such offering, and the officers and employees thereof, shall also be exempt from registration and qualification as dealers and salesmen under the Securities Act of Nebraska.
Source
Laws 1967, c. 100, § 16, p. 308.
Cross References
Securities Act of Nebraska, see section 8-1123.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2117 - Credit of state not pledged.

21-2117.
Credit of state not pledged.
Under no circumstances is the credit of the State of Nebraska, or any political subdivision thereof, pledged by the provisions of sections 21-2101 to 21-2117.
Source
Laws 1967, c. 100, § 17, p. 308.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2201 - Act, how cited.

21-2201.
Act, how cited.
Sections 21-2201 to 21-2223 shall be known and may be cited as the Nebraska Professional Corporation Act.
Source
Laws 1969, c. 121, § 1, p. 555;
Laws 1994, LB 488, § 1;
Laws 2011, LB315, § 2.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2202 - Terms, defined.

21-2202.
Terms, defined.
For purposes of the Nebraska Professional Corporation Act, unless the context otherwise requires:
(1) Certificate of registration or registration certificate from or by the regulating board means either a document prepared and issued by the regulating board or the electronic accessing of the regulating board's licensing records by the Secretary of State;
(2) Professional corporation means a corporation which is organized under the act for the specific purpose of rendering professional service and which has as its shareholders only individuals who themselves are duly licensed or otherwise legally authorized within this state to render the same professional service as the corporation;
(3) Professional service means any personal services rendered by an attorney at law, a certified public accountant, a public accountant, a dentist, an osteopathic physician, a physician and surgeon, a real estate broker, an associate real estate broker, a real estate salesperson, or a veterinarian. For purposes of the act, those professions pertaining to the diagnosis, care, and treatment of humans shall be considered to be of the same profession; and
(4) Regulating board means a board which is charged with the licensing and regulating of the practice or profession which the professional corporation is organized to render.
Source
Laws 1969, c. 121, § 2, p. 555;
Laws 1980, LB 893, § 1;
Laws 1989, LB 342, § 1;
Laws 1995, LB 406, § 2;
Laws 2012, LB852, § 2.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2203 - Powers, benefits, and privileges.

21-2203.
Powers, benefits, and privileges.
Except as the Nebraska Professional Corporation Act shall otherwise require, professional corporations shall enjoy all the powers, benefits, and privileges and be subject to all the duties, restrictions, and liabilities of a business corporation under the Nebraska Model Business Corporation Act and sections 21-301 to 21-325.02.
Source
Laws 1969, c. 121, § 3, p. 556;
Laws 1995, LB 109, § 208;
Laws 2014, LB749, § 270.
Cross References
Nebraska Model Business Corporation Act, see section 21-201.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2204 - Articles of incorporation; certificate of registration; filing.

21-2204.
Articles of incorporation; certificate of registration; filing.
(1) One or more individuals residing within the State of Nebraska, each of whom is licensed or otherwise legally authorized to render the same professional service, may, by filing articles of incorporation and a certificate of registration with the Secretary of State, organize and become a shareholder in a professional corporation. The articles of incorporation shall conform to the requirements of section 21-220 and the certificate of registration shall conform to the requirements of sections 21-2216 to 21-2218.
(2) In addition to the requirements of subsection (1) of this section, the articles of incorporation shall contain a statement of the profession to be practiced by the corporation.
Source
Laws 1969, c. 121, § 4, p. 556;
Laws 1995, LB 109, § 209;
Laws 2004, LB 16, § 1;
Laws 2014, LB749, § 271.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2205 - Professional services that may be rendered.

21-2205.
Professional services that may be rendered.
A professional corporation shall render only one type of professional service and such services as may be ancillary thereto and shall not engage in any other profession. No corporation organized and incorporated under the Nebraska Professional Corporation Act may render professional services except through its officers, employees, and agents who are duly licensed or otherwise legally authorized to render such professional services within this state. This section shall not be interpreted to include in the term employee, as used in the act, clerks, secretaries, bookkeepers, technicians, and other assistants who are not usually and ordinarily considered by custom and practice to be rendering professional services to the public for which a license or other legal authorization is required.
A professional corporation may own real and personal property necessary or appropriate for rendering the type of professional services it was organized to render and may invest its funds in real estate, mortgages, stocks, bonds, and any other type of investments.
Source
Laws 1969, c. 121, § 5, p. 556;
Laws 1997, LB 622, § 57.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2206 - Corporate name.

21-2206.
Corporate name.
The corporate name of a corporation organized under sections 21-2201 to 21-2222 shall contain the word professional corporation, or P.C. The use of the word company, corporation, incorporated, or any other word, abbreviation, affix or prefix indicating that it is a corporation in the corporate name of a corporation organized under sections 21-2201 to 21-2222, other than the words professional corporation, or the abbreviation P.C. is specifically prohibited.
Source
Laws 1969, c. 121, § 6, p. 557.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2207 - Offices; designate in articles of incorporation; change; duties.

21-2207.
Offices; designate in articles of incorporation; change; duties.
A professional corporation shall have only those offices which are designated by street address in the articles of incorporation, and shall not change any such office or offices without amendment of the articles of incorporation.
Source
Laws 1969, c. 121, § 7, p. 557.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2208 - Shares of capital stock; issuance; transfer; conditions; violation; effect.

21-2208.
Shares of capital stock; issuance; transfer; conditions; violation; effect.
A professional corporation may issue shares of its capital stock only to persons who are duly registered in Nebraska to render the same professional service as that provided in its articles of incorporation. A shareholder in a professional corporation may voluntarily transfer his shares only to a person who is duly licensed to render the same professional service as that for which the corporation was organized. No shares shall be issued by or transferred upon the books of the professional corporation unless there has been filed with the Secretary of State a certificate by the regulating board stating that the person to whom the shares are to be issued or transferred is duly licensed to render the same professional service as that for which the corporation was organized. Any share transferred or issued in violation of this section shall be null and void.
Source
Laws 1969, c. 121, § 8, p. 557.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2210 - Professional relationship and liabilities.

21-2210.
Professional relationship and liabilities.
Nothing contained in sections 21-2201 to 21-2222 shall be interpreted to abolish, repeal, modify, restrict or limit the law now in effect in this state applicable to the professional relationship and liabilities between the person furnishing the professional services and the person receiving such professional services or to the standards of professional conduct. Any officer, shareholder, agent or employee of a corporation organized under sections 21-2201 to 21-2222 shall remain personally and fully liable and accountable for any negligent or wrongful act or misconduct committed by him, or by any person under his direct supervision and control, while rendering professional service on behalf of the corporation to the person for whom such professional services were being rendered. The corporation shall be liable up to the full value of its property for any negligent or wrongful acts or misconduct committed by any of its officers, agents or employees while they are engaged on behalf of the corporation.
Source
Laws 1969, c. 121, § 10, p. 558.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2211 - Regulating board; powers.

21-2211.
Regulating board; powers.
Nothing in sections 21-2201 to 21-2222 shall restrict or limit in any manner the authority and duty of a regulating board in registering individuals licensed to perform professional services or the practice of the profession which is within the jurisdiction of such board, notwithstanding the fact that such individual is an officer, director, shareholder or employee of a professional corporation and renders such professional service or engages in the practice of such profession through the professional corporation.
Source
Laws 1969, c. 121, § 11, p. 558.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2212 - Death or disqualification of shareholder; purchase or redemption of shares; death or disqualification of last remaining shareholder; powers of successor in interest.

21-2212.
Death or disqualification of shareholder; purchase or redemption of shares; death or disqualification of last remaining shareholder; powers of successor in interest.
(1) The articles of incorporation or the bylaws of the professional corporation shall provide for the purchase or redemption of the shares of any shareholder upon his or her death or disqualification to render the professional services of the professional corporation within this state.
(2) Unless otherwise provided in the articles of incorporation or the bylaws of the professional corporation, upon the death or disqualification of the last remaining shareholder of a professional corporation, a successor in interest to such deceased or disqualified shareholder may dissolve the corporation and wind up and liquidate its business and affairs, notwithstanding the fact that such successor in interest could not have become a shareholder of the professional corporation. The successor in interest may file articles of dissolution with the Secretary of State in accordance with section 21-2,186. Thereafter, the successor in interest may wind up and liquidate the corporation's business and affairs in accordance with section 21-2,188 and notify claimants in accordance with sections 21-2,189 and 21-2,190.
Source
Laws 1969, c. 121, § 12, p. 558;
Laws 2010, LB759, § 1;
Laws 2014, LB749, § 273.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2213 - Officer, shareholder, agent, or employee; legally disqualified; effect.

21-2213.
Officer, shareholder, agent, or employee; legally disqualified; effect.
If any officer, shareholder, agent, or employee of a corporation organized under sections 21-2201 to 21-2222 who has been rendering professional service to the public becomes legally disqualified to render such professional service within this state, or accepts employment that, pursuant to existing law, places restrictions or limitations upon his continued rendering of such professional services, he shall sever all employment with, and financial interests in, such corporation forthwith. A corporation's failure to require compliance with this provision shall constitute a ground for the forfeiture of its articles of incorporation and its dissolution.
Source
Laws 1969, c. 121, § 13, p. 558.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2214 - Secretary of State; names of corporations; certify to Attorney General; legally disqualified officer, shareholder, agent, or employee; action for dissolution.

21-2214.
Secretary of State; names of corporations; certify to Attorney General; legally disqualified officer, shareholder, agent, or employee; action for dissolution.
The Secretary of State shall certify to the Attorney General, from time to time, the names of all corporations organized pursuant to the provisions of sections 21-2201 to 21-2222 which have failed to comply with the provisions of section 21-2213. Whenever the Secretary of State shall certify the name of the corporation to the Attorney General as having given cause for dissolution, the Secretary of State shall concurrently mail to the corporation at its registered office a notice that such certification has been made. Upon the receipt of such certification, the Attorney General shall file an action in the name of the state against such corporation for its dissolution.
Source
Laws 1969, c. 121, § 14, p. 559.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2215 - Involuntary dissolution; procedure.

21-2215.
Involuntary dissolution; procedure.
Every action for the involuntary dissolution of a corporation failing to comply with the provisions of section 21-2213 shall be commenced by the Attorney General either in the district court of the county in which the registered office of the corporation is situated or in the district court of Lancaster County. Summons shall issue and be served as in other civil actions. If process is returned not found, the Attorney General shall cause publication to be made as in other civil cases in some newspaper published in the county where the last-known registered office of the corporation is situated, containing a notice of pendency of such action, the title of the court, the title of the action, and the date on and after which default may be entered. The Attorney General shall cause a copy of such notice to be mailed to the corporation at its last-known registered office or mailing address within ten days after the first publication thereof. The certificate of the Attorney General of the mailing of such notice shall be prima facie evidence thereof. Such notice shall be published at least once each week for two successive weeks, and the first publication thereof may begin at any time after the summons has been returned. Unless a corporation shall have been served with summons, no default shall be taken against it earlier than thirty days after the first publication of such notice.
Source
Laws 1969, c. 121, § 15, p. 559.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2217 - Registration certificate; term; filing; failure to file; effect; not transferable.

21-2217.
Registration certificate; term; filing; failure to file; effect; not transferable.
Each registration certificate issued to each applicant shall expire by its own terms one year from the date of issuance and may not be renewed. Each professional corporation must annually apply to its regulating board for a registration certificate in the manner provided in section 21-2216. A certificate from the regulating board as provided in section 21-2216 must annually be filed with the Secretary of State within thirty days of the expiration date of the last certificate on file in the office of the Secretary of State or such corporation shall be suspended. If the corporation is suspended, the biennial report and tax cannot be filed and paid in the office of the Secretary of State until the certificate from the regulating board is filed in the office of the Secretary of State. If the report is not filed, the tax paid, and the certificate filed by April 16 of the current year, when the report and tax become delinquent, the corporation shall be dissolved for nonpayment of taxes in compliance with section 21-323. Registration certificates shall not be transferable or assignable.
Source
Laws 1969, c. 121, § 17, p. 561;
Laws 1971, LB 489, § 2;
Laws 1973, LB 157, § 5;
Laws 1987, LB 186, § 2;
Laws 2003, LB 524, § 19.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2218 - Regulating board; certificate of registration; revoke or suspend; procedure.

21-2218.
Regulating board; certificate of registration; revoke or suspend; procedure.
The regulating board may, upon a form prescribed by it, suspend or revoke any certificate of registration of any professional corporation, upon the revocation or suspension of the license to render professional service of any officer, director, shareholder, or professional employee of a holder of a certificate of registration. Notice of such revocation shall be provided the professional corporation affected by sending by certified or registered United States mail a certified copy of such revocation to the professional corporation at its principal place of business set forth in the registration certificate so revoked. At the same time, the regulating board shall forward by regular United States mail a certified copy of such revocation to the Secretary of State who shall thereupon remove the revoked registration certificate from his file and deliver the same to such regulating board.
Source
Laws 1969, c. 121, § 18, p. 561.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2219 - Merger or consolidation.

21-2219.
Merger or consolidation.
A professional corporation organized under the provisions of the Nebraska Professional Corporation Act may consolidate or merge with another domestic professional corporation organized under the act to render the same professional service or a foreign professional corporation admitted or which would qualify to be admitted under the act to render the same professional service in this state.
Source
Laws 1969, c. 121, § 19, p. 561;
Laws 1994, LB 488, § 3.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2220 - Sections; attorneys at law; applicability.

21-2220.
Sections; attorneys at law; applicability.
The provisions of sections 21-2201 to 21-2222 shall be applicable to attorneys at law only to the extent and under such terms and conditions as the Supreme Court of the State of Nebraska shall determine to be necessary and appropriate. Articles of incorporation of professional corporations organized to practice law shall contain such provisions as may be appropriate to comply with applicable rules of the court.
Source
Laws 1969, c. 121, § 20, p. 561.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2221 - Sections; when not applicable.

21-2221.
Sections; when not applicable.
Sections 21-2201 to 21-2222 shall not apply to any individual or group of individuals within this state who prior to December 25, 1969, were permitted to organize a corporation and perform personal services to the public by the means of a corporation, and sections 21-2201 to 21-2222 shall not apply to any corporations organized by such individual or group of individuals prior to December 25, 1969;
Provided,
any such individual or group of individuals or any such corporation may bring themselves and such corporation within the provisions of sections 21-2201 to 21-2222 by amending the articles of incorporation in such a manner as to be consistent with all the provisions of sections 21-2201 to 21-2222 and by affirmatively stating in the amended articles of incorporation that the shareholders have elected to bring the corporation within the provisions of sections 21-2201 to 21-2222.
Source
Laws 1969, c. 121, § 21, p. 562.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2222 - Rights of natural persons.

21-2222.
Rights of natural persons.
Nothing contained in the Nebraska Professional Corporation Act is intended to alter the right of natural persons licensed to provide professional service to organize as a partnership, a limited liability company, an unincorporated association, a business trust, or any other lawful form of business organization.
Source
Laws 1969, c. 121, § 22, p. 562;
Laws 1993, LB 121, § 158.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2301 - Terms, defined.

21-2301.
Terms, defined.
For purposes of the Nebraska Industrial Development Corporation Act, unless the context otherwise requires:
(1) Corporation means any corporation organized pursuant to the act;
(2) Local political subdivision means any county or any city of the metropolitan class; and
(3) Project means any land and any building or other improvement on the land, and all real and personal properties deemed necessary in connection therewith, whether or not now in existence, which shall be suitable for use by the following or by any combination of two or more of the following: (a) Any industry for the manufacturing, processing, or assembling of any agricultural, manufactured, or mineral products, (b) any commercial enterprise in storing, warehousing, distributing, or selling any products of agriculture, mining, or industry, or (c) any enterprise for research in connection with any of the foregoing or for the purpose of developing new products or new processes or improving existing products or known processes, or for the purpose of aiding in the development of facilities for the exploration of outer space or promoting the national defense, but shall not include facilities designed for the sale or distribution to the public of electricity, gas, water, telephone, or other services commonly classified as public utilities.
Source
Laws 1972, LB 1517, § 1;
Laws 1995, LB 494, § 1.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2302 - Legislative intent.

21-2302.
Legislative intent.
It is the intent of the Legislature to authorize the incorporation in any local political subdivision in this state of public corporations to acquire, enlarge, improve, expand, own, lease, and dispose of properties to the end that such corporations may be able to promote industry, develop trade, and further the use of the agricultural products and natural resources of this state by inducing manufacturing, industrial, commercial, and research enterprises (1) to establish new projects in this state, (2) to enlarge and expand existing projects located in this state, or (3) to relocate, in or around the same local political subdivision in this state, projects to replace projects all or a major portion of which have been acquired for one or more public purposes by the United States of America, the State of Nebraska, or any branch, arm, agency, instrumentality, or political subdivision of either, whether by purchase, through the exercise of the power of eminent domain, or by other means.
It is the further intent of the Legislature to vest the corporations with all the powers that may be necessary to enable them to accomplish their purposes, except that the corporations shall not have the power of eminent domain. It is not intended that the corporations themselves be authorized to operate any such manufacturing, industrial, commercial, or research enterprise. The Nebraska Industrial Development Corporation Act shall be liberally construed in conformity with such intention.
Source
Laws 1972, LB 1517, § 2;
Laws 1995, LB 494, § 2.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2303 - Incorporation; procedure; application; approval.

21-2303.
Incorporation; procedure; application; approval.
Whenever any number of natural persons, not less than three, each of whom shall be a duly qualified elector of and taxpayer in the local political subdivision, file with the governing body of any local political subdivision an application in writing seeking permission to apply for the incorporation of an industrial development board of the local political subdivision, the governing body shall proceed to consider the application. If the governing body, by appropriate resolution duly adopted, (1) finds and determines that it is wise, expedient, necessary, or advisable that the corporation be formed, (2) authorizes the persons making the application to proceed to form the corporation, and (3) approves the form of the articles of incorporation proposed to be used in organizing the corporation, then the persons making the application shall execute, acknowledge, and file articles of incorporation for the corporation under the Nebraska Industrial Development Corporation Act. No corporation may be formed unless the application has first been filed with the governing body of the local political subdivision and the governing body has adopted a resolution pursuant to this section.
Source
Laws 1972, LB 1517, § 3;
Laws 1995, LB 494, § 3.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2304 - Articles of incorporation; contents.

21-2304.
Articles of incorporation; contents.
The articles of incorporation shall set forth: (1) The names and residences of the applicants together with a recital that each of them is an elector of and taxpayer in the local political subdivision, (2) the name of the corporation, (3) a recital that permission to organize the corporation has been granted by resolution duly adopted by the governing body of the local political subdivision and the date of the adoption of the resolution, (4) the location of the registered office of the corporation, which shall be in the local political subdivision, and the name of its current registered agent at such office, (5) the purposes for which the corporation is organized, (6) the number of directors of the corporation, (7) the period, if any, of duration of the corporation, and (8) any other matter which the applicants choose to insert in the articles of incorporation which is not inconsistent with the Nebraska Industrial Development Corporation Act or with the laws of this state. The articles of incorporation shall be subscribed and acknowledged before a notary public by each of the applicants.
Source
Laws 1972, LB 1517, § 4;
Laws 1995, LB 494, § 4;
Laws 2008, LB379, § 21.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2305 - Articles of incorporation; filing.

21-2305.
Articles of incorporation; filing.
When executed and notarized under section 21-2304, the articles of incorporation shall be filed with the Secretary of State. The Secretary of State shall examine the articles of incorporation and, if he or she finds (1) that the recitals contained in the articles of incorporation are correct, (2) that the requirements of section 21-2304 have been complied with, and (3) that the name of the corporation is not identical with or similar enough to the name of another corporation already in existence in this state as to lead to confusion and uncertainty, the Secretary of State shall approve the articles of incorporation and record them in his or her office. When the articles of incorporation have been made, filed, and approved the applicants shall constitute a corporation under the name set out in the articles of incorporation pursuant to the Nebraska Industrial Development Corporation Act.
Source
Laws 1972, LB 1517, § 5;
Laws 1995, LB 494, § 5.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2306 - Articles of incorporation; amendment; procedure.

21-2306.
Articles of incorporation; amendment; procedure.
The articles of incorporation may at any time be amended to make any changes or add any provisions which might have been included in the first instance. To amend the articles of incorporation, the members of the board of directors of the corporation shall file with the governing body of the local political subdivision an application in writing seeking permission to amend the articles of incorporation and specifying in the application the amendment proposed to be made. The governing body shall consider the application and if by appropriate resolution it (1) duly finds and determines that it is wise, expedient, necessary, or advisable that the proposed amendment be made, (2) authorizes the same to be made, and (3) approves the form of the proposed amendment, then the persons making the application shall execute an instrument embodying the amendment specified in the application. The instrument shall be subscribed and acknowledged before a notary public by each member of the board of directors and shall be filed with the Secretary of State. The Secretary of State shall examine the proposed amendment and, if he or she finds that the requirements of this section have been complied with and that the proposed amendment is within the scope of what might be included in the original articles of incorporation, the Secretary of State shall approve the amendment and record it in his or her office. When the amendment has been made, filed, and approved it shall become effective and the articles of incorporation shall be amended pursuant to the amendment. The articles of incorporation under the Nebraska Industrial Development Corporation Act shall be amended only as provided in this section.
Source
Laws 1972, LB 1517, § 6;
Laws 1995, LB 494, § 6.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2307 - Board of directors; qualifications; expenses; public meetings.

21-2307.
Board of directors; qualifications; expenses; public meetings.
The corporation shall have a board of directors in which all powers of the corporation shall be vested and which shall consist of any number of directors, not less than three, all of whom shall be duly qualified electors of and taxpayers in the local political subdivision. The directors shall serve without compensation, except that they shall be reimbursed for expenses incurred in the performance of their duties under the Nebraska Industrial Development Corporation Act pursuant to sections 81-1174 to 81-1177. The directors shall be elected by the governing body of the local political subdivision. Any meeting held by the board of directors for any purpose shall be open to the public.
Source
Laws 1972, LB 1517, § 7;
Laws 1981, LB 204, § 20;
Laws 1995, LB 494, § 7;
Laws 2020, LB381, § 16.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2310 - Bonds; security.

21-2310.
Bonds; security.
The principal of and interest on bonds issued by the corporation shall be secured by a pledge of the revenue and receipts out of which the principal of and interest on the bonds is payable, and may be secured by a mortgage or deed of trust covering all or any part of the projects from which the revenue or receipts pledged may be derived, including any enlargements of and additions to any projects made at a later date. The resolution under which the bonds are authorized to be issued and any mortgage or deed of trust may contain any agreements and provisions respecting the maintenance of the projects covered thereby, the fixing and collection of rents for any portions thereof leased by the corporation to others, the creation and maintenance of special funds from the revenue and the rights and remedies available in the event of default, all as the board of directors deems advisable and not in conflict with the provisions of this section. Each pledge, agreement, mortgage, and deed of trust made for the benefit of security of any of the bonds of the corporation shall continue to be effective until the principal of and interest on the bonds for the benefit of which the pledge, agreement, mortgage, and deed of trust were made shall have been fully paid. In the event of default in payment or in any agreements of the corporation made as a part of the contract under which the bonds were issued, whether contained in the proceedings authorizing the bonds or in any mortgage or deed of trust executed as security for the bonds, the rights of the bondholders may be enforced by mandamus, the appointment of a receiver in equity, or by foreclosure of any such mortgage or deed of trust, or any one or more of the remedies.
Source
Laws 1972, LB 1517, § 11;
Laws 1995, LB 494, § 10.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2311 - Corporation; property; bonds; exempt from taxation.

21-2311.
Corporation; property; bonds; exempt from taxation.
The corporation and all properties at any time owned by it and only while owned by it and the income from the properties, and all bonds issued by it and the income from the bonds, shall be exempt from taxation in the State of Nebraska.
Source
Laws 1972, LB 1517, § 12;
Laws 1995, LB 494, § 11.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2312 - Local political subdivision; liability; exempt.

21-2312.
Local political subdivision; liability; exempt.
The local political subdivision shall not be liable for the payment of the principal of or interest on any bonds of the corporation or for the performance of any pledge, mortgage, obligation, or agreement of any kind undertaken by the corporation, and none of the bonds of the corporation or any of its agreements or obligations shall be construed to constitute an indebtedness of the local political subdivision within the meaning of any constitutional or statutory provision.
Source
Laws 1972, LB 1517, § 13;
Laws 1995, LB 494, § 12.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2313 - Corporation; nonprofit.

21-2313.
Corporation; nonprofit.
The corporation shall be a nonprofit corporation and no part of its net earnings remaining after payment of its expenses shall inure to the benefit of any individual, firm, or corporation, except that in the event the board of directors determines that sufficient provision has been made for the full payment of the expenses, bonds, and other obligations of the corporation, any net earnings of the corporation thereafter accruing shall be paid to the local political subdivision with respect to which the corporation was organized.
Source
Laws 1972, LB 1517, § 14;
Laws 1995, LB 494, § 13.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2314 - Corporation; dissolution; effect.

21-2314.
Corporation; dissolution; effect.
Whenever the board of directors by resolution determines that the purposes for which the corporation was formed have been substantially complied with and all bonds issued and all obligations incurred by the corporation have been fully paid, the board of directors shall execute and file for record in the office of the Secretary of State a certificate of dissolution reciting such facts and declaring the corporation dissolved. A certificate of dissolution shall be executed under the corporate seal of the corporation. Upon the filing of the certificate of dissolution, the corporation shall stand dissolved and the title to all funds and properties owned by it at the time of dissolution shall vest in the local political subdivision. Possession of the funds and properties shall be delivered to the local political subdivision.
Source
Laws 1972, LB 1517, § 15;
Laws 1995, LB 494, § 14.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2315 - Corporation; documents; filing without payment of fees or taxes.

21-2315.
Corporation; documents; filing without payment of fees or taxes.
The articles of incorporation, any deeds or other documents conveying properties to the corporation, any mortgages or deeds of trust executed by the corporation, any leases made by the corporation, and the certificate of dissolution of the corporation may all be filed for record without the payment of any tax or fees other than fees as authorized by law for the recording of the instruments.
Source
Laws 1972, LB 1517, § 16;
Laws 1995, LB 494, § 15.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2316 - Act; how construed.

21-2316.
Act; how construed.
The Nebraska Industrial Development Corporation Act shall not be construed as a restriction or limitation upon powers which the corporation might otherwise have under any laws of this state, but shall be construed as cumulative of any such powers. No proceedings, notice, or approval shall be required for the organization of the corporation or the issuance of any bonds or any instrument as security for the bonds or instrument, except as provided in the act, any other law to the contrary notwithstanding, but nothing in the act shall be construed to deprive the state and its governmental subdivisions of their respective police powers over any properties of the corporation or to impair any power of any official or agency of the state and its governmental subdivisions which may be otherwise provided by law.
Source
Laws 1972, LB 1517, § 17;
Laws 1995, LB 494, § 16.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2317 - Corporation incorporated under Nebraska Nonprofit Corporation Act; validated.

21-2317.
Corporation incorporated under Nebraska Nonprofit Corporation Act; validated.
In all cases when there has been an attempt to incorporate a local political subdivision industrial development corporation under the provisions of the Nebraska Nonprofit Corporation Act, and articles of incorporation have been duly recorded and filed containing provisions substantially similar to those for incorporation under the provisions of the Nebraska Industrial Development Corporation Act, the corporation may, with the approval of the governing body of the local political subdivision in which it is located, become validated ab initio as a corporation organized under and governed by the act with respect to any bonds issued and all other matters concerning its affairs and business by executing and filing with the Secretary of State a certificate of its adoption of the act.
Source
Laws 1972, LB 1517, § 18;
Laws 1995, LB 494, § 17;
Laws 1996, LB 681, § 182.
Cross References
Nebraska Nonprofit Corporation Act, see section 21-1901.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2432 - Legislative declarations.

21-2432.
Legislative declarations.
It is declared that:
(1) This state has traditionally regulated the affairs of corporations, including the regulation of mergers and other business combinations. The United States Supreme Court has recently reaffirmed the power of states to regulate these affairs;
(2) Issuing public corporations encompass, represent, and affect, through their ongoing business operations, a variety of constituencies including shareholders, employees, customers, suppliers, and local communities and their economies whose welfare is vital to this state's interests;
(3) In order to promote the welfare of these constituencies, the regulation of the internal affairs of issuing public corporations by the laws of this state governing business corporations should allow for the stable, long-term growth of issuing public corporations;
(4) Business combinations involving public corporations frequently occur through acquisition techniques which in effect coerce shareholders to participate in the transaction;
(5) Business combinations involving public corporations are also frequently financed largely through debt to be repaid in the short term through changes in operations of the public corporation, the sale of assets of the public corporation, and other means. These measures involve a substantial risk of unfair business dealing, may prevent shareholders from realizing the full value of their holdings through forced mergers and other coercive devices, and may undermine the state's interest in promoting stable relationships involving the corporations that it charters; and
(6) The Shareholders Protection Act is not intended to alter the case law development on directors' fiduciary duties of care and loyalty in responding to challenges to control or the burden of proof with regard to compliance with those duties, nor is the act intended to prevent the use of any other lawful defensive measure.
Source
Laws 1988, LB 1110, § 1.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2433 - Definitions, where found.

21-2433.
Definitions, where found.
For purposes of the Shareholders Protection Act, unless the context otherwise requires, the definitions found in sections 21-2434 to 21-2447 shall be used.
Source
Laws 1988, LB 1110, § 3.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2434 - Acquiring person, defined.

21-2434.
Acquiring person, defined.
Acquiring person shall mean a person who makes or proposes to make a control-share acquisition. If two or more persons act as a partnership, limited partnership, limited liability company, syndicate, or other group pursuant to any agreement, arrangement, relationship, or understanding, whether or not in writing, for the purpose of acquiring, owning, or voting shares of an issuing public corporation, all members of the partnership, limited partnership, limited liability company, syndicate, or other group shall constitute a person for purposes of this section.
Source
Laws 1988, LB 1110, § 4;
Laws 1993, LB 121, § 159.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2436 - Associate, defined.

21-2436.
Associate, defined.
Associate, when used to indicate a relationship with any person, shall mean any of the following: (1) Any corporation, limited liability company, or organization of which the person is an officer, director, member, or partner or is, directly or indirectly, the owner of ten percent or more of any class of voting stock; (2) any trust or estate in which the person has at least a ten percent beneficial interest or as to which the person serves as trustee or personal representative or in a similar fiduciary capacity; and (3) any relative or spouse of the person, or any relative of the spouse, who has the same residence as such person.
Source
Laws 1988, LB 1110, § 6;
Laws 1993, LB 121, § 160.