reglab/statecodes huggingface dataset:
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,145 - Assets; deposit with State Treasurer; when.

21-19,145.
Assets; deposit with State Treasurer; when.
Assets of a dissolved corporation that should be transferred to a creditor, claimant, or member of the corporation who cannot be found or who is not competent to receive them, shall be reduced to cash, subject to known trust restrictions, and deposited with the State Treasurer for safekeeping in accordance with the Uniform Disposition of Unclaimed Property Act. In the State Treasurer's discretion the property may be received and held in kind. When the creditor, claimant, or member furnishes satisfactory proof of entitlement to the amount deposited or property held in kind, the State Treasurer shall deliver to the creditor, claimant, or member, or his or her representative, that amount or property in accordance with the act.
Source
Laws 1996, LB 681, § 145.
Cross References
Uniform Disposition of Unclaimed Property Act, see section 69-1329.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,146 - Foreign corporation; authority to transact business required.

21-19,146.
Foreign corporation; authority to transact business required.
(a) A foreign corporation may not transact business in this state until it obtains a certificate of authority from the Secretary of State.
(b) The following activities, among others, do not constitute transacting business within the meaning of subsection (a) of this section:
(1) Maintaining, defending, or settling any proceeding;
(2) Holding meetings of the board of directors or members or carrying on other activities concerning internal corporate affairs;
(3) Maintaining bank accounts;
(4) Maintaining offices or agencies for the transfer, exchange, and registration of memberships or securities or maintaining trustees or depositaries with respect to those securities;
(5) Selling through independent contractors;
(6) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;
(7) Creating or acquiring indebtedness, mortgages, and security interests in real or personal property;
(8) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts;
(9) Owning, without more, real or personal property;
(10) Conducting an isolated transaction which is completed within thirty days and which is not one in the course of repeated transactions of a like nature; or
(11) Transacting business in interstate commerce.
(c) The list of activities in subsection (b) of this section is not exhaustive.
Source
Laws 1996, LB 681, § 146.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,147 - Foreign corporation; transacting business without authority; consequences; civil penalty.

21-19,147.
Foreign corporation; transacting business without authority; consequences; civil penalty.
(a) A foreign corporation transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority.
(b) The successor to a foreign corporation that transacted business in this state without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding on that cause of action in any court in this state until the foreign corporation or its successor obtains a certificate of authority.
(c) A court may stay a proceeding commenced by a foreign corporation, its successor, or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.
(d) A foreign corporation is liable for a civil penalty of five hundred dollars for each day, but not to exceed a total of ten thousand dollars for each year, it transacts business in this state without a certificate of authority. The Attorney General may collect all penalties due under this subsection. All civil penalties collected under this subsection shall be remitted by the Attorney General for credit to the permanent school fund.
(e) Notwithstanding subsections (a) and (b) of this section, the failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts or prevent it from defending any proceeding in this state.
Source
Laws 1996, LB 681, § 147.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,148 - Foreign corporation; application for certificate of authority.

21-19,148.
Foreign corporation; application for certificate of authority.
(a) A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the Secretary of State. The application must set forth:
(1) The name of the foreign corporation or, if its name is unavailable for use in this state, a corporate name that satisfies the requirements of section 21-19,151;
(2) The name of the state or country under whose law it is incorporated;
(3) The date of incorporation and period of duration;
(4) The street address of its principal office;
(5) The street address of its registered office in this state and the name of its current registered agent at that office. A post office box number may be provided in addition to the street address;
(6) The names and street addresses of its current directors and officers;
(7) Whether the foreign corporation has members; and
(8) Whether the corporation, if it had been incorporated in this state, would be a public benefit, mutual benefit, or religious corporation.
(b) The foreign corporation shall deliver with the completed application a certificate of existence (or a document of similar import) duly authenticated by the Secretary of State or other official having custody of corporate records in the state or country under whose law it is incorporated. Such certificate or document shall not bear a date of more than sixty days prior to the date the application is filed in this state.
Source
Laws 1996, LB 681, § 148;
Laws 2008, LB379, § 10.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,149 - Foreign corporation; amended certificate of authority.

21-19,149.
Foreign corporation; amended certificate of authority.
(a) A foreign corporation authorized to transact business in this state must obtain an amended certificate of authority from the Secretary of State if it changes:
(1) Its corporate name;
(2) The period of its duration; or
(3) The state or country of its incorporation.
(b) The requirements of section 21-19,148 for obtaining an original certificate of authority apply to obtaining an amended certificate under this section.
Source
Laws 1996, LB 681, § 149.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,150 - Foreign corporation; effect of certificate of authority.

21-19,150.
Foreign corporation; effect of certificate of authority.
(a) A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this state subject, however, to the right of the state to revoke the certificate as provided in the Nebraska Nonprofit Corporation Act.
(b) A foreign corporation with a valid certificate of authority has the same rights and enjoys the same privileges as a domestic corporation of like character. A foreign corporation is also, except as otherwise provided by the act, subject to the same duties, restrictions, penalties, and liabilities now or later imposed on a domestic corporation of like character.
(c) The act does not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this state.
Source
Laws 1996, LB 681, § 150.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,152 - Foreign corporation; registered office; registered agent.

21-19,152.
Foreign corporation; registered office; registered agent.
Each foreign corporation authorized to transact business in this state must continuously maintain in this state:
(1) A registered office with the same address as that of its current registered agent. A post office box number may be provided in addition to the street address of the registered agent; and
(2) A registered agent, who may be:
(i) An individual who resides in this state and whose office is identical with the registered office;
(ii) A domestic business or nonprofit corporation whose office is identical with the registered office; or
(iii) A foreign business or nonprofit corporation authorized to transact business in this state whose office is identical with the registered office.
Source
Laws 1996, LB 681, § 152;
Laws 2008, LB379, § 11.
Annotations
A corporation's registration under this section does not provide an independent basis for the exercise of general jurisdiction. Lanham v. BNSF Railway Co., 305 Neb. 124, 939 N.W.2d 363 (2020).
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,153 - Foreign corporation; change of registered office or registered agent.

21-19,153.
Foreign corporation; change of registered office or registered agent.
(a) A foreign corporation authorized to transact business in this state may change its registered office or registered agent by delivering to the Secretary of State for filing a statement of change that sets forth:
(1) Its name;
(2) The street address of its current registered office;
(3) If the current registered office is to be changed, the street address of its new registered office;
(4) The name and street address of its current registered agent. A post office box number may be provided in addition to the street address;
(5) If the current registered agent is to be changed, the name of its new registered agent and the new agent's written consent (either on the statement or attached to it) to the appointment; and
(6) That after the change or changes are made, the street addresses of its registered office and the office of its registered agent will be identical.
(b) If a registered agent changes the street address of its business office, the agent may change the address of the registered office of any foreign corporation for which the agent is the registered agent by notifying the corporation in writing of the change and signing (either manually or in facsimile) and delivering to the Secretary of State for filing a statement of change that complies with the requirements of subsection (a) of this section and recites that the corporation has been notified of the change.
Source
Laws 1996, LB 681, § 153;
Laws 2008, LB379, § 12.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,154 - Foreign corporation; resignation of registered agent.

21-19,154.
Foreign corporation; resignation of registered agent.
(a) The registered agent of a foreign corporation may resign as agent by signing and delivering to the Secretary of State for filing the original and two exact or conformed copies of a statement of resignation. The statement of resignation may include a statement that the registered office is also discontinued.
(b) After filing the statement, the Secretary of State shall attach the filing receipt to one copy and mail the copy and receipt to the registered office if not discontinued. The Secretary of State shall mail the other copy to the foreign corporation at its principal office address shown in its most recent biennial report.
(c) The agency is terminated, and the registered office discontinued if so provided, on the thirty-first day after the date on which the statement was filed.
Source
Laws 1996, LB 681, § 154.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,155 - Foreign corporation; service.

21-19,155.
Foreign corporation; service.
(a) The registered agent of a foreign corporation authorized to transact business in this state is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the foreign corporation.
(b) A foreign corporation may be served by registered or certified mail, return receipt requested, addressed to the secretary of the foreign corporation at its principal office shown in its application for a certificate of authority or in its most recent biennial report filed under section 21-19,172 if the foreign corporation:
(1) Has no registered agent or its registered agent cannot with reasonable diligence be served;
(2) Has withdrawn from transacting business in this state under section 21-19,156; or
(3) Has had its certificate of authority revoked under section 21-19,158.
(c) Service is perfected under subsection (b) of this section at the earliest of:
(1) The date the foreign corporation receives the mail;
(2) The date shown on the return receipt, if signed on behalf of the foreign corporation; or
(3) Five days after its deposit in the United States mail, as evidenced by the postmark if mailed postpaid and correctly addressed.
(d) This section does not prescribe the only means, or necessarily the required means, of serving a foreign corporation.
Source
Laws 1996, LB 681, § 155.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,156 - Foreign corporation; withdrawal.

21-19,156.
Foreign corporation; withdrawal.
(a) A foreign corporation authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the Secretary of State.
(b) A foreign corporation authorized to transact business in this state may apply for a certificate of withdrawal by delivering an application to the Secretary of State for filing. The application must set forth:
(1) The name of the foreign corporation and the name of the state or country under whose law it is incorporated;
(2) That it is not transacting business in this state and that it surrenders its authority to transact business in this state;
(3) That it revokes the authority of its registered agent to accept service on its behalf and consents that service of process in any proceeding based on a cause of action arising during the time it was authorized to do business in this state may thereafter be made on such corporation outside this state; and
(4) A mailing address at which process against the corporation may be served.
Source
Laws 1996, LB 681, § 156.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,157 - Foreign corporation; grounds for revocation of certificate of authority.

21-19,157.
Foreign corporation; grounds for revocation of certificate of authority.
(a) The Secretary of State may commence a proceeding under section 21-19,158 to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if:
(1) The foreign corporation does not deliver the biennial report to the Secretary of State when it is due;
(2) The foreign corporation does not pay any fees, taxes, or penalties imposed by the Nebraska Nonprofit Corporation Act or other law when they are due;
(3) The foreign corporation is without a registered agent or registered office in this state for sixty days or more;
(4) The foreign corporation does not inform the Secretary of State under section 21-19,153 or 21-19,154 that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued within ninety days after the change, resignation, or discontinuance;
(5) An incorporator, director, officer, or agent of the foreign corporation signed a document such person knew was false in any material respect with intent that the document be delivered to the Secretary of State for filing; or
(6) The Secretary of State receives a duly authenticated certificate from the Secretary of State or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that it has been dissolved or has disappeared as the result of a merger.
(b) The Attorney General may commence a proceeding under section 21-19,158 to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if:
(1) The corporation has continued to exceed or abuse the authority conferred upon it by law;
(2) The corporation would have been a public benefit corporation had it been incorporated in this state and that its corporate assets in this state are being misapplied or wasted; or
(3) The corporation would have been a public benefit corporation had it been incorporated in this state and it is no longer able to carry out its purposes.
Source
Laws 1996, LB 681, § 157.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,158 - Foreign corporation; procedure and effect of revocation.

21-19,158.
Foreign corporation; procedure and effect of revocation.
(a) The Secretary of State upon determining that one or more grounds exist under section 21-19,157 for revocation of a certificate of authority shall serve the foreign corporation with written notice of that determination under section 21-19,155.
(b) The Attorney General, upon determining that one or more grounds exist under subsection (b) of section 21-19,157 for revocation of a certificate of authority, shall request the Secretary of State to serve, and the Secretary of State shall serve the foreign corporation with written notice of that determination under section 21-19,155.
(c) If the foreign corporation does not, within sixty days after service of the notice is perfected under section 21-19,155, correct each ground for revocation or demonstrate to the reasonable satisfaction of the Secretary of State or Attorney General that each ground for revocation determined by the Secretary of State or Attorney General does not exist, the Secretary of State may revoke the foreign corporation's certificate of authority by signing a certificate of revocation that recites the ground or grounds for revocation and its effective date. The Secretary of State shall file the original of the certificate of revocation and serve a copy on the foreign corporation under section 21-19,155.
(d) The authority of a foreign corporation to transact business in this state ceases on the date shown on the certificate of revocation revoking its certificate of authority.
(e) Revocation of a foreign corporation's certificate of authority does not terminate the authority of the registered agent of the corporation.
Source
Laws 1996, LB 681, § 158.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,159 - Foreign corporation; revoked certificate; application for reinstatement.

21-19,159.
Foreign corporation; revoked certificate; application for reinstatement.
(a) A foreign corporation the certificate of authority of which has been revoked under section 21-19,158 may apply to the Secretary of State for reinstatement within five years after the effective date of the revocation. The application must:
(1) Recite the name of the foreign corporation and the effective date of the revocation;
(2) State that the ground or grounds for revocation either did not exist or have been eliminated; and
(3) State that the foreign corporation's name satisfies the requirements of section 21-19,151.
(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 revocation 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 foreign corporation under section 21-19,155.
(c) A foreign corporation, the certificate of authority of which has been revoked under section 21-19,158 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 foreign corporation and the effective date of the revocation;
(2) State that the ground or grounds for revocation either did not exist or have been eliminated;
(3) State that the foreign corporation's name satisfies the requirements of section 21-19,151;
(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 revocation 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 foreign corporation under section 21-19,155.
(e) When reinstatement is effective, it relates back to and takes effect as of the effective date of the revocation and the foreign corporation shall resume carrying on its activities as if the revocation had never occurred.
Source
Laws 1996, LB 681, § 159;
Laws 2012, LB854, § 5;
Laws 2015, LB279, § 11.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,160 - Foreign corporation; denial of reinstatement; appeal.

21-19,160.
Foreign corporation; denial of reinstatement; appeal.
(a) The Secretary of State, upon denying a foreign corporation's application for reinstatement following revocation of its certificate of authority, shall serve the foreign corporation under section 21-19,155 with a written notice that explains the reason or reasons for denial.
(b) The foreign corporation may appeal the denial of reinstatement to the district court of Lancaster County within thirty days after the service of the notice of denial is perfected under section 21-19,155. The foreign corporation appeals by petitioning the district court to set aside the revocation and attaching to the petition copies of the Secretary of State's certificate of revocation, the foreign corporation's application for reinstatement, and the Secretary of State's notice of denial.
(c) The district court may summarily order the Secretary of State to reinstate the certificate of authority or may take any other action it considers appropriate.
(d) The district court's final decision may be appealed as in other civil proceedings.
Source
Laws 1996, LB 681, § 160.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,161 - Foreign corporation; domestication procedure.

21-19,161.
Foreign corporation; domestication procedure.
In lieu of compliance with section 21-19,146, relating to the authorization of foreign corporations to transact business in this state, any corporation organized under the laws of any other state or states, which has heretofore filed, or which may hereafter file, with the Secretary of State of this state, a copy certified by the Secretary of State or other proper officer of the state or country under the laws of which such foreign corporation is formed, of its charter or articles of association or incorporation, together with all amendments to such date and the street address of its registered office in this state and the name and street address and, if one exists, a post office box number, of its current registered agent at that office, on filing with the Secretary of State a certified copy of a resolution adopted by its board of directors, including the date the resolution was adopted, accepting and agreeing to be bound by the provisions of the Nebraska Nonprofit Corporation Act, with respect to its property and business operations within this state, shall become and be a body corporate of this state.
Source
Laws 1996, LB 681, § 161;
Laws 2008, LB379, § 13.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,162 - Foreign corporation; renouncing domestication.

21-19,162.
Foreign corporation; renouncing domestication.
Any foreign corporation, which has domesticated pursuant to section 21-19,161, may cease to be a domesticated corporation by filing with the Secretary of State a certified copy of a resolution adopted by its board of directors, renouncing its domestication and withdrawing its acceptance and agreement provided for in section 21-19,161.
Source
Laws 1996, LB 681, § 162.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,163 - Foreign corporation; domestication; procedure; effect.

21-19,163.
Foreign corporation; domestication; procedure; effect.
If a foreign corporation, which has domesticated pursuant to section 21-19,161, surrenders its foreign corporate charter and files, records, and publishes notice of amended articles of incorporation in the manner, time, and places required by sections 21-1920, 21-1921, and 21-19,173, such foreign corporation shall thereupon become and be a domestic corporation organized under the Nebraska Nonprofit Corporation Act. The original incorporation date of a foreign corporation which has domesticated in Nebraska shall not be affected by such domestication. The domesticated corporation shall be the same corporation as the one that existed under the laws of the state in which the corporation was previously domiciled. Upon domesticating in Nebraska, the corporation shall continue to exist without interruption and shall maintain its same liabilities and obligations.
Source
Laws 1996, LB 681, § 163;
Laws 2017, LB476, § 1.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,164 - Foreign corporation organized prior to January 1, 1997; status.

21-19,164.
Foreign corporation organized prior to January 1, 1997; status.
Any corporation organized under the laws of any other state or territory which had become, in accordance with section 21-1966.01, as such section existed prior to January 1, 1997, a body corporate of this state, shall retain such status for all purposes notwithstanding the repeal of such section.
Source
Laws 1996, LB 681, § 164.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,165 - Corporate records.

21-19,165.
Corporate records.
(a) A corporation shall keep as permanent records minutes of all meetings of its members and board of directors, a record of all actions taken by the members or directors without a meeting, and a record of all actions taken by committees of the board of directors as authorized by subsection (d) of section 21-1985.
(b) A corporation shall maintain appropriate accounting records.
(c) A corporation or its agent shall maintain a record of its members in a form that permits preparation of a list of the names and addresses of all members, in alphabetical order by class, showing the number of votes each member is entitled to cast.
(d) A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
(e) A corporation shall keep a copy of the following records at its principal office:
(1) Its articles or restated articles of incorporation and all amendments to them currently in effect;
(2) Its bylaws or restated bylaws and all amendments to them currently in effect;
(3) Resolutions adopted by its board of directors relating to the characteristics, qualifications, rights, limitations, and obligations of members or any class or category of members;
(4) The minutes of all meetings of members and records of all actions approved by the members for the past three years;
(5) All written communications to members generally within the past three years, including the financial statements furnished for the past three years under section 21-19,170;
(6) A list of the names and business or home addresses of its current directors and officers; and
(7) Its most recent biennial report delivered to the Secretary of State under section 21-19,172.
Source
Laws 1996, LB 681, § 165.
Annotations
Pursuant to subsection (a) of section 21-19,166, a member is permitted to inspect and copy, without conditions, those records described in subsection (e) of this section, which include financial statements that include a balance sheet as of the end of the fiscal year and a statement of operations for that year. Dunbar v. Twin Towers Condo. Assn., 26 Neb. App. 354, 920 N.W.2d 1 (2018).
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,166 - Inspection of records by members.

21-19,166.
Inspection of records by members.
(a) Subject to subsection (e) of this section and subsection (c) of section 21-19,167, a member is entitled to inspect and copy, at a reasonable time and location specified by the corporation, any of the records of the corporation described in subsection (e) of section 21-19,165 if the member gives the corporation written notice or a written demand at least five business days before the date on which the member wishes to inspect and copy.
(b) Subject to subsection (e) of this section, a member is entitled to inspect and copy, at a reasonable time and reasonable location specified by the corporation, any of the following records of the corporation if the member meets the requirements of subsection (c) of this section and gives the corporation written notice at least five business days before the date on which the member wishes to inspect and copy:
(1) Excerpts from any records required to be maintained under subsection (a) of section 21-19,165, to the extent not subject to inspection under subsection (a) of this section;
(2) Accounting records of the corporation; and
(3) Subject to section 21-19,169, the membership list.
(c) A member may inspect and copy the records identified in subsection (b) of this section only if:
(1) The member's demand is made in good faith and for a proper purpose;
(2) The member describes with reasonable particularity the purpose and the records the member desires to inspect; and
(3) The records are directly connected with this purpose.
(d) This section does not affect:
(1) The right of a member to inspect records under section 21-1959 or, if the member is in litigation with the corporation, to the same extent as any other litigant; or
(2) The power of a court, independent of the Nebraska Nonprofit Corporation Act, to compel the production of corporate records for examination.
(e) The articles or bylaws of a religious corporation may limit or abolish the right of a member under this section to inspect and copy any corporate record.
Source
Laws 1996, LB 681, § 166.
Annotations
Pursuant to subsection (a) of this section, a member is permitted to inspect and copy, without conditions, those records described in subsection (e) of section 21-19,165, which include financial statements that include a balance sheet as of the end of the fiscal year and a statement of operations for that year. Dunbar v. Twin Towers Condo. Assn., 26 Neb. App. 354, 920 N.W.2d 1 (2018).
The Nebraska Nonprofit Corporation Act applies broadly to all nonprofit corporations, whereas the Nebraska Condominium Act applies only to condominium regimes and condominium owners. To the extent that there is conflict between two statutes on the same subject, the specific statute controls over the general statute. Dunbar v. Twin Towers Condo. Assn., 26 Neb. App. 354, 920 N.W.2d 1 (2018).
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,167 - Scope of inspection rights.

21-19,167.
Scope of inspection rights.
(a) A member's agent or attorney has the same inspection and copying rights as the member the agent or attorney represents.
(b) The right to copy records under section 21-19,166 includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means.
(c) The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the member. The charge may not exceed the estimated cost of production or reproduction of the records.
(d) The corporation may comply with a member's demand to inspect the record of members under subdivision (b)(3) of section 21-19,166 by providing the member with a list of its members that was compiled no earlier than the date of the member's demand.
Source
Laws 1996, LB 681, § 167.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,168 - Court-ordered inspection.

21-19,168.
Court-ordered inspection.
(a) If a corporation does not allow a member who complies with subsection (a) of section 21-19,166 to inspect and copy any records required by that subsection to be available for inspection, the district court in the county where the corporation's principal office (or, if none in this state, its registered office) is located may summarily order inspection and copying of the records demanded at the corporation's expense upon application of the member.
(b) If a corporation does not within a reasonable time allow a member to inspect and copy any other record, the member who complies with subsections (b) and (c) of section 21-19,166 may apply to the district court in the county where the corporation's principal office (or, if none in this state, its registered office) is located for an order to permit inspection and copying of the records demanded. The district court shall dispose of an application under this subsection on an expedited basis.
(c) If the district court orders inspection and copying of the records demanded, it shall also order the corporation to pay the member's costs (including reasonable counsel fees) incurred to obtain the order unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the member to inspect the records demanded.
(d) If the district court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding member.
Source
Laws 1996, LB 681, § 168.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,169 - Limitations on use of membership list.

21-19,169.
Limitations on use of membership list.
Without consent of the board, a membership list or any part thereof may not be obtained or used by any person for any purpose unrelated to a member's interest as a member. Without limiting the generality of the foregoing, without the consent of the board a membership list or any part thereof may not be:
(1) Used to solicit money or property unless such money or property will be used solely to solicit the votes of the members in an election to be held by the corporation;
(2) Used for any commercial purpose; or
(3) Sold to or purchased by any person.
Source
Laws 1996, LB 681, § 169.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,170 - Financial statements for members.

21-19,170.
Financial statements for members.
(a) Except as provided in the articles or bylaws of a religious corporation, a corporation, upon written demand from a member, shall furnish that member its latest annual financial statements, which may be consolidated or combined statements of the corporation and one or more of its subsidiaries or affiliates, as appropriate, that include a balance sheet as of the end of the fiscal year and a statement of operations for that year. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.
(b) If annual financial statements are reported upon by a public accountant, the accountant's report must accompany the statements. If not, the statements must be accompanied by a statement of the president or the person responsible for the corporation's financial accounting records:
(1) Stating the president's or other person's reasonable belief as to whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and
(2) Describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.
Source
Laws 1996, LB 681, § 170.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,171 - Report of indemnification to members.

21-19,171.
Report of indemnification to members.
If a corporation indemnifies or advances expenses to a director under section 21-1997, 21-1998, 21-1999, or 21-19,100 in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification or advance in writing to the members with or before the notice of the next meeting of members.
Source
Laws 1996, LB 681, § 171.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,173 - Notice of incorporation, amendment, merger, or dissolution; publication.

21-19,173.
Notice of incorporation, amendment, merger, or dissolution; publication.
(a) Notice of incorporation, amendment, or merger of a domestic corporation subject to the Nebraska Nonprofit Corporation Act shall be published for three successive weeks in some legal newspaper of general circulation in the county where the corporation's principal office or, if none in this state, its registered office is located.
A notice of incorporation shall show (1) the corporate name of the corporation, (2) whether the corporation is a public benefit, mutual benefit, or religious corporation, (3) the street address of the corporation's initial registered office and the name of its initial registered agent at that office, (4) the name and street address of each incorporator, and (5) whether or not the corporation will have members.
A brief resume of any amendment or merger of the corporation shall be published in the same manner for the same period of time as a notice of incorporation is required to be published.
(b) Notice of dissolution of a domestic corporation shall be published for three successive weeks in some legal newspaper of general circulation in the county where the corporation's principal office or, if none in this state, its registered office is located. A notice of dissolution shall show (1) the terms and conditions of such dissolution, (2) the names of the persons who are to wind up and liquidate its affairs and their official titles, and (3) a statement of assets and liabilities of the corporation.
(c) Proof of publication of any of the notices required to be published under this section shall be filed in the office of the Secretary of State. In the event any notice required to be given pursuant to this section is not given, but is subsequently published for the required time, and proof of the subsequent publication thereof is filed in the office of the Secretary of State, the acts of such corporation prior to, as well as after, such publication shall be valid.
Source
Laws 1996, LB 681, § 173.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,174 - Applicability of act.

21-19,174.
Applicability of act.
The Nebraska Nonprofit Corporation Act applies to all domestic corporations in existence on January 1, 1997, that were incorporated under Chapter 21, article 19 and to any not-for-profit corporations in existence on January 1, 1997, that were heretofore organized under any laws repealed by Laws 1959, LB 349.
Source
Laws 1996, LB 681, § 174.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,175 - Foreign corporation; subject to act; effect.

21-19,175.
Foreign corporation; subject to act; effect.
A foreign corporation authorized to transact business in this state on January 1, 1997, is subject to the Nebraska Nonprofit Corporation Act, but is not required to obtain a new certificate of authority to transact business under the act.
Source
Laws 1996, LB 681, § 175.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,176 - Repeal of former law; effect.

21-19,176.
Repeal of former law; effect.
(a) Except as provided in subsection (b) of this section, the repeal of a statute by Laws 1996, LB 681, shall not affect:
(1) The operation of the statute or any action taken under it before its repeal;
(2) Any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the statute before its repeal;
(3) Any violation of the statute or any penalty, forfeiture, or punishment incurred because of the violation, before its repeal;
(4) Any proceeding, reorganization, or dissolution commenced under the statute before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the statute as if it had not been repealed; or
(5) Any meeting of members or directors or action by written consent noticed or any action taken before its repeal as a result of a meeting of members or directors or action by written consent.
(b) If a penalty or punishment imposed for violation of a statute repealed by Laws 1996, LB 681, is reduced by the Nebraska Nonprofit Corporation Act, the penalty or punishment, if not already imposed, shall be imposed in accordance with the act.
Source
Laws 1996, LB 681, § 176.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,177 - Public benefit, mutual benefit, and religious corporation; designation.

21-19,177.
Public benefit, mutual benefit, and religious corporation; designation.
Each domestic corporation existing on January 1, 1997, that is or becomes subject to the Nebraska Nonprofit Corporation Act shall be designated as a public benefit, mutual benefit, or religious corporation as follows:
(1) Any corporation designated by statute as a public benefit corporation, a mutual benefit corporation, or a religious corporation is the type of corporation designated by statute;
(2) Any corporation that does not come within subdivision (1) of this section, but is organized primarily or exclusively for religious purposes, is a religious corporation;
(3) Any corporation that does not come within subdivision (1) or (2) of this section, but is recognized as exempt under section 501(c)(3) of the Internal Revenue Code, or any successor section, is a public benefit corporation;
(4) Any corporation that does not come within subdivision (1), (2), or (3) of this section, but is organized for a public or charitable purpose, and upon dissolution must distribute its assets to a public benefit corporation, the United States, a state, or a person recognized as exempt under section 501(c)(3) of the Internal Revenue Code, or any successor section, is a public benefit corporation; and
(5) Any corporation that does not come within subdivision (1), (2), (3), or (4) of this section is a mutual benefit corporation.
Source
Laws 1996, LB 681, § 177.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2102 - Terms, defined.

21-2102.
Terms, defined.
For purposes of the Nebraska Business Development Corporation Act, unless the context otherwise requires:
(1) Development corporation or corporation shall mean any corporation organized pursuant to the act for the purpose of developing business, industry, and enterprise in the State of Nebraska by the lending of money thereto and otherwise organizing for the purposes set forth in section 21-2104;
(2) Financial institution shall mean any banking institution, insurance company or related corporation, savings and loan association, partnership, limited liability company, credit union, foundation, trust, licensee under the Small Business Investment Act of 1958, 15 U.S.C. 661 et seq., as the act existed on September 1, 2001, or other entity engaged in lending or investing funds and authorized to do business in the State of Nebraska, including the United States Small Business Administration;
(3) Member shall mean any financial institution which undertakes to lend money to a development corporation upon its call and in accordance with section 21-2109;
(4) Board of directors shall mean members of the board of directors of a development corporation in office from time to time; and
(5) Loan limit shall mean, for any member, the maximum account permitted to be outstanding at any one time on loans made by any such member to a development corporation, as determined under the Nebraska Business Development Corporation Act.
Source
Laws 1967, c. 100, § 2, p. 302;
Laws 1990, LB 1241, § 4;
Laws 1993, LB 121, § 156;
Laws 2001, LB 300, § 5.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2103 - Business development corporations; incorporation.

21-2103.
Business development corporations; incorporation.
One or more business development corporations may be incorporated in this state pursuant to the Nebraska Model Business Corporation Act not in conflict with or inconsistent with the provisions of the Nebraska Business Development Corporation Act.
Source
Laws 1967, c. 100, § 3, p. 303;
Laws 1995, LB 109, § 204;
Laws 2014, LB749, § 266.
Cross References
Nebraska Model Business Corporation Act, see section 21-201.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2104 - Business development corporation; purposes.

21-2104.
Business development corporation; purposes.
The purposes of a business development corporation shall be only: (1) To promote, stimulate, develop, and advance the business prosperity and economic welfare of the State of Nebraska and its citizens; (2) to encourage and assist through loans, investments, or other business transactions the location of new business and industry in the state; (3) to rehabilitate and assist existing business and industry in this state; (4) to stimulate and assist in the expansion of any kind of business activity which would tend to promote business development and maintain the economic stability in this state, provide maximum opportunities for employment, encourage thrift, and improve the standard of living of the citizens of this state; (5) to cooperate and act in conjunction with other organizations, public or private, including the United States Small Business Administration, in the promotion and advancement of industrial, commercial, agricultural, and recreational development in this state; and (6) to provide financing for the promotion, development, and conduct of all kinds of business activity in this state.
Source
Laws 1967, c. 100, § 4, p. 303;
Laws 1973, LB 56, § 1;
Laws 1990, LB 1241, § 5;
Laws 2001, LB 300, § 6.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2105 - Powers.

21-2105.
Powers.
(1) A development corporation shall have all the powers granted to corporations organized under the Nebraska Model Business Corporation Act, except that it shall not give security for any loan made to it by members unless all loans to it by members are secured ratably in proportion to unpaid balances due.
(2) The restriction in subsection (1) of this section shall in no manner be construed so as to prohibit a development corporation from making unsecured borrowings from the federal Small Business Administration.
Source
Laws 1967, c. 100, § 5, p. 304;
Laws 1995, LB 109, § 205;
Laws 2014, LB749, § 267.
Cross References
Nebraska Model Business Corporation Act, see section 21-201.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2108 - Shares; acquire, sell, assign, or mortgage.

21-2108.
Shares; acquire, sell, assign, or mortgage.
Notwithstanding any other provisions of law, any person, partnership, limited liability company, or corporation may acquire, hold, sell, assign, transfer, mortgage, pledge, or otherwise dispose of the shares of capital stock of a development corporation created under the Nebraska Business Development Corporation Act, except that insurance companies, reciprocal exchanges, and fraternal benefit societies shall not invest therein other than as provided in the Insurers Investment Act.
Source
Laws 1967, c. 100, § 8, p. 304;
Laws 1991, LB 237, § 56;
Laws 1993, LB 121, § 157.
Cross References
Insurers Investment Act, see section 44-5101.