reglab/statecodes huggingface dataset:
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-404 - Incorporation; articles of incorporation; statement required.

21-404.
Incorporation; articles of incorporation; statement required.
A benefit corporation shall be incorporated in accordance with the Nebraska Model Business Corporation Act, but its articles of incorporation must also state that it is a benefit corporation.
Source
Laws 2014, LB751, § 4;
Laws 2015, LB35, § 3.
Cross References
Nebraska Model Business Corporation Act, see section 21-201.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-405 - Existing business corporation; amend articles of incorporation; statement required; other entities; procedure.

21-405.
Existing business corporation; amend articles of incorporation; statement required; other entities; procedure.
(1) An existing business corporation may become a benefit corporation under the Nebraska Benefit Corporation Act by amending its articles of incorporation so that they contain, in addition to the requirements of section 21-220, a statement that the corporation is a benefit corporation. In order to be effective, the amendment must be adopted by at least the minimum status vote.
(2) An entity that is not a benefit corporation may become a benefit corporation pursuant to subsection (1) of this section if the entity is (a) a party to a merger or conversion or (b) an exchanging entity in a share exchange, and the surviving, new, or resulting entity in the merger, conversion, or share exchange is to be a benefit corporation. In order to be effective, a plan of merger, conversion, or share exchange subject to this subsection must be adopted by at least the minimum status vote.
Source
Laws 2014, LB751, § 5;
Laws 2015, LB35, § 4.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-406 - Benefit corporation; terminate status; procedure.

21-406.
Benefit corporation; terminate status; procedure.
(1) A benefit corporation may terminate its status as such and cease to be subject to the Nebraska Benefit Corporation Act by amending its articles of incorporation to delete the provision required by section 21-404 or 21-405 to be stated in the articles of a benefit corporation. In order to be effective, the amendment must be adopted by at least the minimum status vote.
(2) If a plan of merger, conversion, or share exchange would have the effect of terminating the status of a business corporation as a benefit corporation, the plan must be adopted by at least the minimum status vote in order to be effective. Any sale, lease, exchange, or other disposition of all or substantially all of the assets of a benefit corporation, unless the transaction is in the usual and regular course of business, is not effective unless the transaction is approved by at least the minimum status vote.
Source
Laws 2014, LB751, § 6.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-407 - General public benefit; specific public benefit.

21-407.
General public benefit; specific public benefit.
(1) A benefit corporation shall have a purpose of creating general public benefit. This purpose is in addition to its purpose under section 21-226.
(2) The articles of incorporation of a benefit corporation may identify one or more specific public benefits that it is the purpose of the benefit corporation to create in addition to its purposes under section 21-226 and subsection (1) of this section. The identification of a specific public benefit under this subsection does not limit the purpose of a benefit corporation to create general public benefit under subsection (1) of this section.
(3) The creation of general public benefit and specific public benefit under subsections (1) and (2) of this section is in the best interests of the benefit corporation.
(4) A benefit corporation may amend its articles of incorporation to add, amend, or delete the identification of a specific public benefit that it is the purpose of the benefit corporation to create. In order to be effective, the amendment must be adopted by at least the minimum status vote.
Source
Laws 2014, LB751, § 7;
Laws 2015, LB35, § 5.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-409 - Board of directors; benefit director; annual benefit report; contents; liability.

21-409.
Board of directors; benefit director; annual benefit report; contents; liability.
(1) The board of directors of a benefit corporation that is a publicly traded corporation shall, and the board of any other benefit corporation may, include a director, who:
(a) Shall be designated the benefit director; and
(b) Shall have, in addition to the powers, duties, rights, and immunities of the other directors of the benefit corporation, the powers, duties, rights, and immunities provided in this section.
(2) The benefit director shall be elected and may be removed in the manner provided by the Nebraska Model Business Corporation Act. The benefit director shall be an individual who is independent. The benefit director may serve as the benefit officer at the same time as serving as the benefit director. The articles of incorporation or bylaws of a benefit corporation may prescribe additional qualifications of the benefit director not inconsistent with this subsection.
(3) The benefit director shall prepare, and the benefit corporation shall include in the annual benefit report to shareholders required by section 21-413, the opinion of the benefit director on all of the following:
(a) Whether the benefit corporation acted in accordance with its general public benefit purpose and any specific public benefit purpose in all material respects during the period covered by the benefit report;
(b) Whether the directors and officers complied with subsection (1) of section 21-408 and subsection (1) of section 21-410, respectively; and
(c) If, in the opinion of the benefit director, the benefit corporation or its directors or officers failed to act or comply in the manner described in subdivisions (3)(a) and (b) of this subsection, a description of the ways in which the benefit corporation or its directors or officers failed to act or comply.
(4) The action or inaction of an individual in the capacity of a benefit director constitutes for all purposes an action or inaction of that individual in the capacity of a director of the benefit corporation.
(5) Regardless of whether the articles of incorporation or bylaws of a benefit corporation include a provision eliminating or limiting the personal liability of directors authorized by section 21-220, a benefit director is not personally liable for an act or omission in the capacity of a benefit director unless the act or omission constitutes self-dealing, willful misconduct, or a knowing violation of law.
Source
Laws 2014, LB751, § 9;
Laws 2015, LB35, § 7.
Cross References
Nebraska Model Business Corporation Act, see section 21-201.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-410 - Officer; consider interests and factors; liability; duties.

21-410.
Officer; consider interests and factors; liability; duties.
(1) Each officer of a benefit corporation shall consider the interests and factors described in subsection (1) of section 21-408 in the manner provided in that subsection if:
(a) The officer has discretion to act with respect to a matter; and
(b) It reasonably appears to the officer that the matter may have a material effect on the creation by the benefit corporation of general public benefit or a specific public benefit identified in the articles of incorporation of the benefit corporation.
(2) The consideration of interests and factors in the manner described in subsection (1) of this section does not constitute a violation of section 21-2,107.
(3) Except as provided in the articles of incorporation or bylaws, an officer is not personally liable for monetary damages for:
(a) An action or inaction as an officer in the course of performing the duties of an officer under subsection (1) of this section if the officer performed the duties of the position in compliance with section 21-2,107 and this section; or
(b) Failure of the benefit corporation to pursue or create general public benefit or specific public benefit.
(4) An officer does not have a duty to a person that is a beneficiary of the general public benefit purpose or a specific public benefit purpose of a benefit corporation arising from the status of the person as a beneficiary.
(5) An officer who makes a business judgment in good faith fulfills the duty under this section if the officer:
(a) Is not interested in the subject of the business judgment;
(b) Is informed with respect to the subject of the business judgment to the extent the officer reasonably believes to be appropriate under the circumstances; and
(c) Rationally believes that the business judgment is in the best interests of the benefit corporation.
Source
Laws 2014, LB751, § 10;
Laws 2015, LB35, § 8.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-411 - Benefit officer; powers and duties.

21-411.
Benefit officer; powers and duties.
(1) A benefit corporation may have an officer designated the benefit officer.
(2) A benefit officer shall have:
(a) The powers and duties relating to the purpose of the corporation to create general public benefit or specific public benefit provided:
(i) By the bylaws; or
(ii) Absent controlling provisions in the bylaws, by resolutions or orders of the board of directors; and
(b) The duty to prepare the annual benefit report required by section 21-413.
Source
Laws 2014, LB751, § 11.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-412 - Limitation on actions and claims; liability; benefit enforcement proceeding; when authorized.

21-412.
Limitation on actions and claims; liability; benefit enforcement proceeding; when authorized.
(1)(a) Except in a benefit enforcement proceeding, no person may bring an action or assert a claim against a benefit corporation or its directors or officers with respect to:
(i) Failure to pursue or create general public benefit or a specific public benefit set forth in its articles of incorporation; or
(ii) Violation of an obligation, duty, or standard of conduct under the Nebraska Benefit Corporation Act.
(b) A benefit corporation is not liable for monetary damages under the act for any failure of the benefit corporation to pursue or create general public benefit or a specific public benefit.
(2) A benefit enforcement proceeding may be commenced or maintained only:
(a) Directly by the benefit corporation; or
(b) Derivatively in accordance with the Nebraska Model Business Corporation Act by:
(i) A person or group of persons that owned beneficially or of record at least two percent of the total number of shares of a class or series outstanding at the time of the act or omission complained of;
(ii) A director;
(iii) A person or group of persons that owned beneficially or of record five percent or more of the outstanding equity interests in an entity of which the benefit corporation is a subsidiary at the time of the act or omission complained of; or
(iv) Other persons as specified in the articles of incorporation or bylaws of the benefit corporation.
(3) For purposes of this section, a person is the beneficial owner of shares or equity interests if the shares or equity interests are held in a voting trust or by a nominee on behalf of the beneficial owner.
Source
Laws 2014, LB751, § 12;
Laws 2015, LB35, § 9.
Cross References
Nebraska Model Business Corporation Act, see section 21-201.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-413 - Annual benefit report; contents.

21-413.
Annual benefit report; contents.
(1) A benefit corporation shall prepare an annual benefit report including all of the following:
(a) A narrative description of:
(i) The ways in which the benefit corporation pursued general public benefit during the year and the extent to which general public benefit was created;
(ii) Both:
(A) The ways in which the benefit corporation pursued a specific public benefit that the articles of incorporation state it is the purpose of the benefit corporation to create; and
(B) The extent to which that specific public benefit was created;
(iii) Any circumstances that have hindered the creation by the benefit corporation of general public benefit or specific public benefit; and
(iv) The process and rationale for selecting or changing the third-party standard used to prepare the benefit report;
(b) An assessment of the overall social and environmental performance of the benefit corporation against a third-party standard:
(i) Applied consistently with any application of that standard in prior benefit reports; or
(ii) Accompanied by an explanation of the reasons for:
(A) Any inconsistent application; or
(B) The change to that standard from the one used in the immediately prior benefit report;
(c) The name of the benefit director and the benefit officer, if any, and the address to which correspondence to each of them may be directed;
(d) The compensation paid by the benefit corporation during the year to each director in the capacity of a director;
(e) The statement of the benefit director described in subsection (3) of section 21-409; and
(f) A statement of any connection between the organization that established the third-party standard, or its directors, officers, or any holder of five percent or more of the governance interests in the organization, and the benefit corporation or its directors, officers, or any holder of five percent or more of the outstanding shares of the benefit corporation, including any financial or governance relationship which might materially affect the credibility of the use of the third-party standard.
(2) If, during the year covered by a benefit report, a benefit director resigned from or refused to stand for reelection to the position of benefit director, or was removed from the position of benefit director, and the benefit director furnished the benefit corporation with any written correspondence concerning the circumstances surrounding the resignation, refusal, or removal, the benefit report shall include that correspondence as an exhibit.
(3) Neither the benefit report nor the assessment of the performance of the benefit corporation in the benefit report required by subdivision (1)(b) of this section needs to be audited or certified by a third-party standards provider.
Source
Laws 2014, LB751, § 13.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-414 - Annual benefit report; distribution; posting; Secretary of State; filing; fee.

21-414.
Annual benefit report; distribution; posting; Secretary of State; filing; fee.
(1) A benefit corporation shall send its annual benefit report to each shareholder:
(a) Within one hundred twenty days following the end of the fiscal year of the benefit corporation; or
(b) At the same time that the benefit corporation delivers any other annual report to its shareholders.
(2) A benefit corporation shall post all of its benefit reports on the public portion of its Internet website, if any, except that the compensation paid to directors and financial or proprietary information included in the benefit reports may be omitted from the benefit reports as posted.
(3) If a benefit corporation does not have an Internet website, the benefit corporation shall provide a copy of its most recent benefit report, without charge, to any person that requests a copy, except that the compensation paid to directors and financial or proprietary information included in the benefit report may be omitted from the copy of the benefit report provided.
(4)(a) Concurrently with the delivery of the benefit report to shareholders under subsection (1) of this section, the benefit corporation shall deliver a copy of the benefit report to the Secretary of State for filing, except that the compensation paid to directors and financial or proprietary information included in the benefit report may be omitted from the benefit report as delivered to the Secretary of State.
(b) The Secretary of State shall charge a fee in the amount prescribed in subdivision (a)(12) of section 21-205 for filing a benefit report. The Secretary of State shall collect the fees imposed in this section and remit the fees to the State Treasurer. The State Treasurer shall credit sixty percent of the fees to the General Fund and forty percent of the fees to the Secretary of State Cash Fund.
Source
Laws 2014, LB751, § 14;
Laws 2015, LB35, § 10;
Laws 2015, LB279, § 8;
Laws 2020, LB910, § 6.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-501 - Short title.

21-501.
Short title.
Sections 21-501 to 21-542 shall be known and may be cited as the Nebraska Uniform Protected Series Act.
Source
Laws 2018, LB1121, § 2.
Cross References
Nebraska Uniform Limited Liability Company Act, see section 21-101.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-502 - Definitions.

21-502.
Definitions.
In the Nebraska Uniform Protected Series Act:
(1) Asset means property:
(A) in which a series limited liability company or protected series has rights; or
(B) as to which the company or protected series has the power to transfer rights.
(2) Associated asset means an asset that meets the requirements of section 21-515.
(3) Associated member means a member that meets the requirements of section 21-516.
(4) Foreign protected series means an arrangement, configuration, or other structure established by a foreign limited liability company which has attributes comparable to a protected series established under the act. The term applies whether or not the law under which the foreign company is organized refers to protected series.
(5) Foreign series limited liability company means a foreign limited liability company that has at least one foreign protected series.
(6) Nonassociated asset means:
(A) an asset of a series limited liability company which is not an associated asset of the company; or
(B) an asset of a protected series of the company which is not an associated asset of the protected series.
(7) Person includes a protected series.
(8) Protected series, except in the phrase foreign protected series, means a protected series established under section 21-509.
(9) Protected-series manager means a person under whose authority the powers of a protected series are exercised and under whose direction the activities and affairs of the protected series are managed under the operating agreement, the Nebraska Uniform Protected Series Act, and the Nebraska Uniform Limited Liability Company Act.
(10) Protected-series transferable interest means a right to receive a distribution from a protected series.
(11) Protected-series transferee means a person to which all or part of a protected-series transferable interest of a protected series of a series limited liability company has been transferred, other than the company. The term includes a person that owns a protected-series transferable interest as a result of ceasing to be an associated member of a protected series.
(12) Series limited liability company, except in the phrase foreign series limited liability company, means a limited liability company that has at least one protected series.
Source
Laws 2018, LB1121, § 3.
Cross References
Nebraska Uniform Limited Liability Company Act, see section 21-101.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-503 - Nature of protected series.

21-503.
Nature of protected series.
A protected series of a series limited liability company is a person distinct from:
(1) the company, subject to subsection (c) of section 21-504, subdivision (1) of section 21-524, and subsection (d) of section 21-525;
(2) another protected series of the company;
(3) a member of the company, whether or not the member is an associated member of the protected series;
(4) a protected-series transferee of a protected series of the company; and
(5) a transferee of a transferable interest of the company.
Source
Laws 2018, LB1121, § 4.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-504 - Powers and duration of protected series.

21-504.
Powers and duration of protected series.
(a) A protected series of a series limited liability company has the capacity to sue and be sued in its own name.
(b) Except as otherwise provided in subsections (c) and (d) of this section, a protected series of a series limited liability company has the same powers and purposes as the company.
(c) A protected series of a series limited liability company ceases to exist not later than when the company completes its winding up.
(d) A protected series of a series limited liability company may not:
(1) be a member of the company;
(2) establish a protected series;
(3) render a professional service; or
(4) except as permitted by law of this state other than the Nebraska Uniform Protected Series Act, have a purpose or power that the law of this state other than the Nebraska Uniform Protected Series Act prohibits a limited liability company from doing or having.
Source
Laws 2018, LB1121, § 5;
Laws 2021, LB253, § 2.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-506 - Relation of operating agreement, this act, and Nebraska Uniform Limited Liability Company Act.

21-506.
Relation of operating agreement, this act, and Nebraska Uniform Limited Liability Company Act.
(a) Except as otherwise provided in this section and subject to sections 21-507 and 21-508, the operating agreement of a series limited liability company governs:
(1) the internal affairs of a protected series, including:
(A) relations among any associated members of the protected series;
(B) relations among the protected series and:
(i) any associated member;
(ii) the protected-series manager; or
(iii) any protected-series transferee;
(C) relations between any associated member and:
(i) the protected-series manager; or
(ii) any protected-series transferee;
(D) the rights and duties of a protected-series manager;
(E) governance decisions affecting the activities and affairs of the protected series and the conduct of those activities and affairs; and
(F) procedures and conditions for becoming an associated member or protected-series transferee;
(2) relations among the protected series, the company, and any other protected series of the company;
(3) relations between:
(A) the protected series, its protected-series manager, any associated member of the protected series, or any protected-series transferee of the protected series; and
(B) a person in the person’s capacity as:
(i) a member of the company which is not an associated member of the protected series;
(ii) a protected-series transferee or protected-series manager of another protected series; or
(iii) a transferee of the company.
(b) If the Nebraska Uniform Limited Liability Company Act restricts the power of an operating agreement to affect a matter, the restriction applies to a matter under the Nebraska Uniform Protected Series Act in accordance with section 21-508.
(c) If law of this state other than the Nebraska Uniform Protected Series Act imposes a prohibition, limitation, requirement, condition, obligation, liability, or other restriction on a limited liability company, a member, manager, or other agent of the company, or a transferee of the company, except as otherwise provided in law of this state other than the Nebraska Uniform Protected Series Act, the restriction applies in accordance with section 21-508.
(d) Except as otherwise provided in section 21-507, if the operating agreement of a series limited liability company does not provide for a matter described in subsection (a) of this section in a manner permitted by the Nebraska Uniform Protected Series Act, the matter is determined in accordance with the following rules:
(1) To the extent the Nebraska Uniform Protected Series Act addresses the matter, the Nebraska Uniform Protected Series Act governs.
(2) To the extent the Nebraska Uniform Protected Series Act does not address the matter, the Nebraska Uniform Limited Liability Company Act governs the matter in accordance with section 21-508.
Source
Laws 2018, LB1121, § 7.
Cross References
Nebraska Uniform Limited Liability Company Act, see section 21-101.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-507 - Additional limitations on operating agreement.

21-507.
Additional limitations on operating agreement.
(a) An operating agreement may not vary the effect of:
(1) this section;
(2) section 21-503;
(3) subsection (a) of section 21-504;
(4) subsection (b) of section 21-504 to provide a protected series a power beyond the powers the Nebraska Uniform Limited Liability Company Act provides a limited liability company;
(5) subsection (c) or (d) of section 21-504;
(6) section 21-505;
(7) section 21-506;
(8) section 21-508;
(9) section 21-509, except to vary the manner in which a limited liability company approves establishing a protected series;
(10) section 21-510;
(11) section 21-515;
(12) section 21-516;
(13) subsection (a) or (b) of section 21-517;
(14) subsection (c) or (f) of section 21-518;
(15) section 21-520, except to decrease or eliminate a limitation of liability stated in section 21-520;
(16) section 21-521;
(17) section 21-522;
(18) section 21-523;
(19) subdivisions (1), (4), and (5) of section 21-524;
(20) section 21-525, except to designate a different person to manage winding up;
(21) section 21-526;
(22) sections 21-527 to 21-534;
(23) sections 21-535 to 21-538;
(24) section 21-542; or
(25) a provision of the Nebraska Uniform Protected Series Act pertaining to:
(A) registered agents; or
(B) the Secretary of State, including provisions pertaining to records authorized or required to be delivered to the Secretary of State for filing under the act.
(b) An operating agreement may not unreasonably restrict the duties and rights under section 21-519 but may impose reasonable restrictions on the availability and use of information obtained under section 21-519 and may provide appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use.
Source
Laws 2018, LB1121, § 8;
Laws 2019, LB78, § 3.
Cross References
Nebraska Uniform Limited Liability Company Act, see section 21-101.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-508 - Rules for applying Nebraska Uniform Limited Liability Company Act to specified provisions of act.

21-508.
Rules for applying Nebraska Uniform Limited Liability Company Act to specified provisions of act.
(a) Except as otherwise provided in subsection (b) of this section and section 21-507, the following rules apply in applying section 21-506, subsections (c) and (f) of section 21-518, subdivision (4)(A) of section 21-524, subsection (a) of section 21-525, and subdivision (2) of section 21-526:
(1) A protected series of a series limited liability company is deemed to be a limited liability company that is formed separately from the series limited liability company and is distinct from the series limited liability company and any other protected series of the series limited liability company.
(2) An associated member of the protected series is deemed to be a member of the company deemed to exist under subdivision (a)(1) of this section.
(3) A protected-series transferee of the protected series is deemed to be a transferee of the company deemed to exist under subdivision (a)(1) of this section.
(4) A protected-series transferable interest of the protected series is deemed to be a transferable interest of the company deemed to exist under subdivision (a)(1) of this section.
(5) A protected-series manager is deemed to be a manager of the company deemed to exist under subdivision (a)(1) of this section.
(6) An asset of the protected series is deemed to be an asset of the company deemed to exist under subdivision (a)(1) of this section, whether or not the asset is an associated asset of the protected series.
(7) Any creditor or other obligee of the protected series is deemed to be a creditor or obligee of the company deemed to exist under subdivision (a)(1) of this section.
(b) Subsection (a) of this section does not apply if its application would:
(1) contravene section 21-110; or
(2) authorize or require the Secretary of State to:
(A) accept for filing a type of record that neither the Nebraska Uniform Protected Series Act nor the Nebraska Uniform Limited Liability Company Act authorizes or requires a person to deliver to the Secretary of State for filing; or
(B) make or deliver a record that neither the Nebraska Uniform Protected Series Act nor the Nebraska Uniform Limited Liability Company Act authorizes or requires the Secretary of State to make or deliver.
Source
Laws 2018, LB1121, § 9.
Cross References
Nebraska Uniform Limited Liability Company Act, see section 21-101.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-509 - Protected series designation; amendment.

21-509.
Protected series designation; amendment.
(a) With the affirmative vote or consent of all members of a limited liability company, the company may establish a protected series.
(b) To establish one or more protected series, a limited liability company shall deliver to the Secretary of State for filing a protected-series designation, signed by the company, stating the name of the company and the name or names of the protected series to be established.
(c) A protected series is established when the protected-series designation takes effect under section 21-121.
(d) To amend a protected-series designation, a series limited liability company shall deliver to the Secretary of State for filing a statement of designation change, signed by the company, that changes the name of the company, the name or names of the protected series to which the designation applies, or both. The change takes effect when the statement of designation change takes effect under section 21-121.
Source
Laws 2018, LB1121, § 10;
Laws 2019, LB78, § 4.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-510 - Name.

21-510.
Name.
(a) Except as otherwise provided in subsection (b) of this section, the name of a protected series must be distinguishable in the records of the Secretary of State from:
(1) the name of each person that is not an individual and that is incorporated, organized, or authorized to transact business in this state; and
(2) each name reserved under section 21-109 or other state laws allowing the reservation or registration of business names, including fictitious or assumed name statutes.
(b) The name of a protected series of a series limited liability company must:
(1) begin with the name of the company, including any word or abbreviation required by section 21-108; and
(2) contain the phrase Protected Series or protected series or the abbreviation P.S. or PS.
(c) If a series limited liability company changes its name, the company shall deliver to the Secretary of State for filing a statement of designation change for the company’s protected series, changing the name of each protected series to comply with this section.
Source
Laws 2018, LB1121, § 11;
Laws 2019, LB78, § 5.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-511 - Registered agent.

21-511.
Registered agent.
(a) The registered agent in this state for a series limited liability company is the registered agent in this state for each protected series of the company.
(b) Before delivering a protected-series designation to the Secretary of State for filing, a limited liability company shall agree with a registered agent that the agent will serve as the registered agent in this state for both the company and the protected series.
(c) A person that signs a protected-series designation delivered to the Secretary of State for filing affirms as a fact that the limited liability company on whose behalf the designation is delivered has complied with subsection (b) of this section.
(d) A person that ceases to be the registered agent for a series limited liability company ceases to be the registered agent for each protected series of the company.
(e) A person that ceases to be the registered agent for a protected series of a series limited liability company, other than as a result of the termination of the protected series, ceases to be the registered agent of the company and any other protected series of the company.
(f) Except as otherwise agreed by a series limited liability company and its registered agent, the agent is not obligated to distinguish between a process, notice, demand, or other record concerning the company and a process, notice, demand, or other record concerning a protected series of the company.
Source
Laws 2018, LB1121, § 12.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-512 - Service of process, notice, demand, or other record.

21-512.
Service of process, notice, demand, or other record.
(a) A protected series of a series limited liability company may be served with a process, notice, demand, or other record required or permitted by law by:
(1) serving the company;
(2) serving the registered agent of the protected series; or
(3) other means authorized by law of this state other than the Nebraska Uniform Limited Liability Company Act.
(b) Service of a summons and complaint on a series limited liability company is notice to each protected series of the company of service of the summons and complaint and the contents of the complaint.
(c) Service of a summons and complaint on a protected series of a series limited liability company is notice to the company and any other protected series of the company of service of the summons and complaint and the contents of the complaint.
(d) Service of a summons and complaint on a foreign series limited liability company is notice to each foreign protected series of the foreign company of service of the summons and complaint and the contents of the complaint.
(e) Service of a summons and complaint on a foreign protected series of a foreign series limited liability company is notice to the foreign company and any other foreign protected series of the company of service of the summons and complaint and the contents of the complaint.
(f) Notice to a person under subsection (b), (c), (d), or (e) of this section is effective whether or not the summons and complaint identify the person if the summons and complaint name as a party and identify:
(1) the series limited liability company or a protected series of the company; or
(2) the foreign series limited liability company or a foreign protected series of the foreign company.
Source
Laws 2018, LB1121, § 13.
Cross References
Nebraska Uniform Limited Liability Company Act, see section 21-101.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-513 - Certificate of existence for protected series; certificate of authority for foreign protected series.

21-513.
Certificate of existence for protected series; certificate of authority for foreign protected series.
(a) On request of any person, the Secretary of State shall issue a certificate of existence for a protected series of a series limited liability company or a certificate of authority for a foreign protected series if:
(1) in the case of a protected series:
(A) no statement of dissolution, termination, or relocation pertaining to the protected series has been filed; and
(B) the company has delivered to the Secretary of State for filing the most recent biennial report required by section 21-125 and the report includes the name of the protected series, unless:
(i) when the company delivered the report for filing, the protected series designation pertaining to the protected series had not yet taken effect; or
(ii) after the company delivered the report for filing, the company delivered to the Secretary of State for filing a statement of designation change changing the name of the protected series; or
(2) in the case of a foreign protected series, it is authorized to do business in this state.
(b) A certificate issued under subsection (a) of this section must state:
(1) in the case of a protected series:
(A) the name of the protected series of the series limited liability company and the name of the company;
(B) that the requirements of subsection (a) of this section are met;
(C) the date the protected-series designation pertaining to the protected series took effect; and
(D) if a statement of designation change pertaining to the protected series has been filed, the effective date and contents of the statement;
(2) in the case of a foreign protected series, that it is authorized to do business in this state;
(3) that the fees, taxes, interest, and penalties owed to this state by the protected series or foreign protected series and collected through the Secretary of State have been paid, if:
(A) payment is reflected in the records of the Secretary of State; and
(B) nonpayment affects the good standing of the protected series; and
(4) other facts reflected in the records of the Secretary of State pertaining to the protected series or foreign protected series which the person requesting the certificate reasonably requests.
(c) Subject to any qualification stated by the Secretary of State in a certificate issued under subsection (a) of this section, the certificate may be relied on as conclusive evidence of the facts stated in the certificate.
Source
Laws 2018, LB1121, § 14;
Laws 2019, LB78, § 6.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-514 - Information required in biennial report; effect of failure to provide.

21-514.
Information required in biennial report; effect of failure to provide.
(a) In the biennial report required by section 21-125, a series limited liability company shall include the name of each protected series of the company:
(1) for which the company has previously delivered to the Secretary of State for filing a protected-series designation; and
(2) which has not dissolved and completed winding up.
(b) A failure by a series limited liability company to comply with subsection (a) of this section with regard to a protected series prevents issuance of a certificate of existence pertaining to the protected series but does not otherwise affect the protected series.
Source
Laws 2018, LB1121, § 15;
Laws 2019, LB78, § 7.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-515 - Associated asset.

21-515.
Associated asset.
(a) Only an asset of a protected series may be an associated asset of the protected series. Only an asset of a series limited liability company may be an associated asset of the company.
(b) An asset of a protected series of a series limited liability company is an associated asset of the protected series only if the protected series creates and maintains records that state the name of the protected series and describe the asset with sufficient specificity to permit a disinterested, reasonable individual to:
(1) identify the asset and distinguish it from any other asset of the protected series, any asset of the company, and any asset of any other protected series of the company;
(2) determine when and from what person the protected series acquired the asset or how the asset otherwise became an asset of the protected series; and
(3) if the protected series acquired the asset from the company or another protected series of the company, determine any consideration paid, the payor, and the payee.
(c) An asset of a series limited liability company is an associated asset of the company only if the company creates and maintains records that state the name of the company and describe the asset with sufficient specificity to permit a disinterested, reasonable individual to:
(1) identify the asset and distinguish it from any other asset of the company and any asset of any protected series of the company;
(2) determine when and from what person the company acquired the asset or how the asset otherwise became an asset of the company; and
(3) if the company acquired the asset from a protected series of the company, determine any consideration paid, the payor, and the payee.
(d) The records and record keeping required by subsections (b) and (c) of this section may be organized by specific listing, category, type, quantity, or computational or allocational formula or procedure, including a percentage or share of any asset, or in any other reasonable manner.
(e) To the extent permitted by this section and law of this state other than the Nebraska Uniform Protected Series Act, a series limited liability company or protected series of the company may hold an associated asset directly or indirectly, through a representative, nominee, or similar arrangement, except that:
(1) a protected series may not hold an associated asset in the name of the company or another protected series of the company; and
(2) the company may not hold an associated asset in the name of a protected series of the company.
Source
Laws 2018, LB1121, § 16.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-516 - Associated member.

21-516.
Associated member.
(a) Only a member of a series limited liability company may be an associated member of a protected series of the company.
(b) A member of a series limited liability company becomes an associated member of a protected series of the company if the operating agreement or a procedure established by the agreement states:
(1) that the member is an associated member of the protected series;
(2) the date on which the member became an associated member; and
(3) any protected-series transferable interest the associated member has in connection with becoming or being an associated member.
(c) If a person that is an associated member of a protected series of a series limited liability company is dissociated from the company, the person ceases to be an associated member of the protected series.
Source
Laws 2018, LB1121, § 17.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-517 - Protected-series transferable interest.

21-517.
Protected-series transferable interest.
(a) A protected-series transferable interest of a protected series of a series limited liability company must be owned initially by an associated member of the protected series or the company.
(b) If a protected series of a series limited liability company has no associated members when established, the company owns the protected-series transferable interests in the protected series.
(c) In addition to acquiring a protected-series transferable interest under subsection (b) of this section, a series limited liability company may acquire a protected-series transferable interest through a transfer from another person or as provided in the operating agreement.
(d) Except for subdivision (a)(3) of section 21-508, a provision of the Nebraska Uniform Protected Series Act which applies to a protected-series transferee of a protected series of a series limited liability company applies to the company in its capacity as an owner of a protected-series transferable interest of the protected series. A provision of the operating agreement of a series limited liability company which applies to a protected-series transferee of a protected series of the company applies to the company in its capacity as an owner of a protected-series transferable interest of the protected series.
Source
Laws 2018, LB1121, § 18;
Laws 2019, LB78, § 8.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-518 - Management.

21-518.
Management.
(a) A protected series may have more than one protected-series manager.
(b) If a protected series has no associated members, the series limited liability company is the protected-series manager.
(c) Section 21-508 applies to determine any duties of a protected-series manager of a protected series of a series limited liability company to:
(1) the protected series;
(2) any associated member of the protected series; and
(3) any protected-series transferee of the protected series.
(d) Solely by reason of being or acting as a protected-series manager of a protected series of a series limited liability company, a person owes no duty to:
(1) the company;
(2) another protected series of the company; or
(3) another person in that person’s capacity as:
(A) a member of the company which is not an associated member of the protected series;
(B) a protected-series transferee or protected-series manager of another protected series; or
(C) a transferee of the company.
(e) An associated member of a protected series of a series limited liability company has the same rights as any other member of the company to vote on or consent to an amendment to the company’s operating agreement or any other matter being decided by the members, whether or not the amendment or matter affects the interests of the protected series or the associated member.
(f) Sections 21-164 to 21-169 apply to a protected series in accordance with section 21-508.
Source
Laws 2018, LB1121, § 19.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-519 - Right of person not associated member of protected series to information concerning protected series.

21-519.
Right of person not associated member of protected series to information concerning protected series.
(a) A member of a series limited liability company which is not an associated member of a protected series of the company has a right to information concerning the protected series to the same extent, in the same manner, and under the same conditions that a member that is not a manager of a manager-managed limited liability company has a right to information concerning the company under section 21-139.
(b) A person formerly an associated member of a protected series has a right to information concerning the protected series to the same extent, in the same manner, and under the same conditions that a person dissociated as a member of a manager-managed limited liability company has a right to information concerning the company under section 21-139.
(c) If an associated member of a protected series dies, the legal representative of the deceased associated member has a right to information concerning the protected series to the same extent, in the same manner, and under the same conditions that the legal representative of a deceased member of a limited liability company has a right to information concerning the company under section 21-139.
(d) A protected-series manager of a protected series has a right to information concerning the protected series to the same extent, in the same manner, and under the same conditions that a manager of a manager-managed limited liability company has a right to information concerning the company under section 21-139.
Source
Laws 2018, LB1121, § 20.