reglab/statecodes huggingface dataset:
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-124 - Certificate of existence or authorization.

21-124.
Certificate of existence or authorization.
(RULLCA 208) (a) The Secretary of State, upon request and payment of the requisite fee, shall furnish to any person a certificate of existence for a limited liability company if the records filed in the office of the Secretary of State show that the company has been formed under section 21-117 and the Secretary of State has not filed a statement of termination pertaining to the company. A certificate of existence must state:
(1) the company's name;
(2) that the company was duly formed under the laws of this state and the date of formation;
(3) whether all fees, taxes, and penalties due under the Nebraska Uniform Limited Liability Company Act or other law to the Secretary of State have been paid;
(4) whether the company's most recent biennial report required by section 21-125 has been filed by the Secretary of State;
(5) whether the Secretary of State has administratively dissolved the company;
(6) whether the company has delivered to the Secretary of State for filing a statement of dissolution;
(7) that a statement of termination has not been filed by the Secretary of State; and
(8) other facts of record in the office of the Secretary of State which are specified by the person requesting the certificate.
(b) The Secretary of State, upon request and payment of the requisite fee, shall furnish to any person a certificate of authorization for a foreign limited liability company if the records filed in the office of the Secretary of State show that the Secretary of State has filed a certificate of authority, has not revoked the certificate of authority, and has not filed a notice of cancellation. A certificate of authorization must state:
(1) the company's name and any alternate name adopted under subsection (a) of section 21-159 for use in this state;
(2) that the company is authorized to transact business in this state;
(3) whether all fees, taxes, and penalties due under the act or other law to the Secretary of State have been paid;
(4) whether the company's most recent biennial report required by section 21-125 has been filed by the Secretary of State;
(5) that the Secretary of State has not revoked the company's certificate of authority and has not filed a notice of cancellation; and
(6) other facts of record in the office of the Secretary of State which are specified by the person requesting the certificate.
(c) Subject to any qualification stated in the certificate, a certificate of existence or certificate of authorization issued by the Secretary of State is conclusive evidence that the limited liability company is in existence or the foreign limited liability company is authorized to transact business in this state.
Source
Laws 2010, LB888, § 24.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-125 - Biennial report.

21-125.
Biennial report.
(RULLCA 209) (a) Each odd-numbered year, a limited liability company or a foreign limited liability company authorized to transact business in this state shall deliver to the Secretary of State for filing a biennial report that states:
(1) the name of the company;
(2) the street and mailing addresses of the company's designated office and the name and street and mailing addresses and post office box number, if any, of its agent for service of process in this state;
(3) the street and mailing addresses of its principal office; and
(4) in the case of a foreign limited liability company, the state or other jurisdiction under whose law the company is formed and any alternate name adopted under subsection (a) of section 21-159.
(b) Information in a biennial report under this section must be current as of the date the report is delivered to the Secretary of State for filing.
(c) The first biennial report under this section must be delivered to the Secretary of State between January 1 and April 1 of the odd-numbered year following the calendar year in which a limited liability company was formed or a foreign limited liability company was authorized to transact business. A report must be delivered to the Secretary of State between January 1 and April 1 of each subsequent odd-numbered calendar year.
(d) If a biennial report under this section does not contain the information required in subsection (a) of this section, the Secretary of State shall promptly notify the reporting limited liability company or foreign limited liability company and return the report to it for correction. If the report is corrected to contain the information required in subsection (a) of this section and delivered to the Secretary of State within thirty days after the effective date of the notice, it is timely delivered.
(e) A correction or an amendment to the biennial report may be delivered to the Secretary of State for filing at any time.
Source
Laws 2010, LB888, § 25;
Laws 2014, LB774, § 2.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-126 - No agency power of member as member.

21-126.
No agency power of member as member.
(RULLCA 301) (a) A member is not an agent of a limited liability company solely by reason of being a member.
(b) A person's status as a member does not prevent or restrict law other than the Nebraska Uniform Limited Liability Company Act from imposing liability on a limited liability company because of the person's conduct.
Source
Laws 2010, LB888, § 26.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-128 - Statement of denial.

21-128.
Statement of denial.
(RULLCA 303) A person named in a filed statement of authority granting that person authority may deliver to the Secretary of State for filing a statement of denial that:
(1) provides the name of the limited liability company and the caption of the statement of authority to which the statement of denial pertains; and
(2) denies the grant of authority.
Source
Laws 2010, LB888, § 28.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-129 - Liability of members and managers.

21-129.
Liability of members and managers.
(RULLCA 304) (a) The debts, obligations, or other liabilities of a limited liability company, whether arising in contract, tort, or otherwise:
(1) are solely the debts, obligations, or other liabilities of the company; and
(2) do not become the debts, obligations, or other liabilities of a member or manager solely by reason of the member acting as a member or manager acting as a manager.
(b) The mere failure of a limited liability company to observe any particular formalities relating to the exercise of its powers or management of its activities is not a ground for imposing liability on the members or managers for the debts, obligations, or other liabilities of the company.
(c) Any member, manager, or employee of a limited liability company with the duty to collect, account for, or pay over any taxes imposed upon a limited liability company or with the authority to decide whether the limited liability company will pay taxes imposed upon a limited liability company shall be personally liable for the payment of such taxes in the event of willful failure on his or her part to have a limited liability company perform such act. Such taxes shall be collected in the same manner as provided under section 77-1783.01.
Source
Laws 2010, LB888, § 29.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-130 - Becoming member.

21-130.
Becoming member.
(RULLCA 401) (a) If a limited liability company is to have only one member upon formation, the person becomes a member as agreed by that person and the organizer of the company. That person and the organizer may be, but need not be, different persons. If different, the organizer acts on behalf of the initial member.
(b) If a limited liability company is to have more than one member upon formation, those persons become members as agreed by the persons before the formation of the company. The organizer acts on behalf of the persons in forming the company and may be, but need not be, one of the persons.
(c) After formation of a limited liability company, a person becomes a member:
(1) as provided in the operating agreement;
(2) as the result of a transaction effective under sections 21-170 to 21-184;
(3) with the consent of all the members; or
(4) if, within ninety consecutive days after the company ceases to have any members:
(A) the last person to have been a member, or the legal representative of that person, designates a person to become a member; and
(B) the designated person consents to become a member.
(d) A person may become a member without acquiring a transferable interest and without making or being obligated to make a contribution to the limited liability company.
Source
Laws 2010, LB888, § 30.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-131 - Form of contribution.

21-131.
Form of contribution.
(RULLCA 402) A contribution may consist of tangible or intangible property or other benefit to a limited liability company, including money, services performed, promissory notes, other agreements to contribute money or property, and contracts for services to be performed.
Source
Laws 2010, LB888, § 31.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-132 - Liability for contributions.

21-132.
Liability for contributions.
(RULLCA 403) (a) A person's obligation to make a contribution to a limited liability company is not excused by the person's death, disability, or other inability to perform personally. If a person does not make a required contribution, the person or the person's estate is obligated to contribute money equal to the value of the part of the contribution which has not been made, at the option of the company.
(b) A creditor of a limited liability company which extends credit or otherwise acts in actual reliance on an obligation described in subsection (a) of this section may enforce the obligation.
Source
Laws 2010, LB888, § 32.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-133 - Sharing of and right to distributions before dissolution.

21-133.
Sharing of and right to distributions before dissolution.
(RULLCA 404) (a) Any distributions made by a limited liability company before its dissolution and winding up must be in equal shares among members and dissociated members, except to the extent necessary to comply with any transfer effective under section 21-141 and any charging order in effect under section 21-142.
(b) A person has a right to a distribution before the dissolution and winding up of a limited liability company only if the company decides to make an interim distribution. A person's dissociation does not entitle the person to a distribution.
(c) A person does not have a right to demand or receive a distribution from a limited liability company in any form other than money. Except as otherwise provided in subsection (c) of section 21-154, a limited liability company may distribute an asset in kind if each part of the asset is fungible with each other part and each person receives a percentage of the asset equal in value to the person's share of distributions.
(d) If a member or transferee becomes entitled to receive a distribution, the member or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited liability company with respect to the distribution.
Source
Laws 2010, LB888, § 33.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-134 - Limitations on distribution.

21-134.
Limitations on distribution.
(RULLCA 405) (a) A limited liability company may not make a distribution if after the distribution:
(1) the company would not be able to pay its debts as they become due in the ordinary course of the company's activities; or
(2) the company's total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the company were to be dissolved, wound up, and terminated at the time of the distribution, to satisfy the preferential rights upon dissolution, winding up, and termination of members whose preferential rights are superior to those of persons receiving the distribution.
(b) A limited liability company may base a determination that a distribution is not prohibited under subsection (a) of this section on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable under the circumstances.
(c) Except as otherwise provided in subsection (f) of this section, the effect of a distribution under subsection (a) of this section is measured:
(1) in the case of a distribution by purchase, redemption, or other acquisition of a transferable interest in the company, as of the date money or other property is transferred or debt incurred by the company; and
(2) in all other cases, as of the date:
(A) the distribution is authorized, if the payment occurs within one hundred twenty days after that date; or
(B) the payment is made, if the payment occurs more than one hundred twenty days after the distribution is authorized.
(d) A limited liability company's indebtedness to a member incurred by reason of a distribution made in accordance with this section is at parity with the company's indebtedness to its general, unsecured creditors.
(e) A limited liability company's indebtedness, including indebtedness issued in connection with or as part of a distribution, is not a liability for purposes of subsection (a) of this section if the terms of the indebtedness provide that payment of principal and interest are made only to the extent that a distribution could be made to members under this section.
(f) If indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is made.
(g) In subsection (a) of this section, distribution does not include amounts constituting reasonable compensation for present or past services or reasonable payments made in the ordinary course of business under a bona fide retirement plan or other benefits program.
Source
Laws 2010, LB888, § 34.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-135 - Liability for improper distributions.

21-135.
Liability for improper distributions.
(RULLCA 406) (a) Except as otherwise provided in subsection (b) of this section, if a member of a member-managed limited liability company or manager of a manager-managed limited liability company consents to a distribution made in violation of section 21-134 and in consenting to the distribution fails to comply with section 21-138, the member or manager is personally liable to the company for the amount of the distribution that exceeds the amount that could have been distributed without the violation of section 21-134.
(b) To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of the authority and responsibility to consent to distributions and imposes that authority and responsibility on one or more other members, the liability stated in subsection (a) of this section applies to the other members and not the member that the operating agreement relieves of authority and responsibility.
(c) A person that receives a distribution knowing that the distribution to that person was made in violation of section 21-134 is personally liable to the limited liability company but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid under section 21-134.
(d) A person against which an action is commenced because the person is liable under subsection (a) of this section may:
(1) implead any other person that is subject to liability under subsection (a) of this section and seek to compel contribution from the person; and
(2) implead any person that received a distribution in violation of subsection (c) of this section and seek to compel contribution from the person in the amount the person received in violation of subsection (c) of this section.
(e) An action under this section is barred if not commenced within two years after the distribution.
Source
Laws 2010, LB888, § 35.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-137 - Indemnification and insurance.

21-137.
Indemnification and insurance.
(RULLCA 408) (a) A limited liability company shall reimburse for any payment made and indemnify for any debt, obligation, or other liability incurred by a member of a member-managed company or the manager of a manager-managed company in the course of the member's or manager's activities on behalf of the company, if, in making the payment or incurring the debt, obligation, or other liability, the member or manager complied with the duties stated in sections 21-134 and 21-138.
(b) A limited liability company may purchase and maintain insurance on behalf of a member or manager of the company against liability asserted against or incurred by the member or manager in that capacity or arising from that status even if, under subsection (f) of section 21-110, the operating agreement could not eliminate or limit the person's liability to the company for the conduct giving rise to the liability.
Source
Laws 2010, LB888, § 37.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-138 - Standards of conduct for members and managers.

21-138.
Standards of conduct for members and managers.
(RULLCA 409) (a) A member of a member-managed limited liability company owes to the company and, subject to subsection (b) of section 21-164, the other members the fiduciary duties of loyalty and care stated in subsections (b) and (c) of this section.
(b) The duty of loyalty of a member in a member-managed limited liability company includes the duties:
(1) to account to the company and to hold as trustee for it any property, profit, or benefit derived by the member:
(A) in the conduct or winding up of the company's activities;
(B) from a use by the member of the company's property; or
(C) from the appropriation of a limited liability company opportunity;
(2) to refrain from dealing with the company in the conduct or winding up of the company's activities as or on behalf of a person having an interest adverse to the company; and
(3) to refrain from competing with the company in the conduct of the company's activities before the dissolution of the company.
(c) Subject to the business judgment rule, the duty of care of a member of a member-managed limited liability company in the conduct and winding up of the company's activities is to act with the care that a person in a like position would reasonably exercise under similar circumstances and in a manner the member reasonably believes to be in the best interests of the company. In discharging this duty, a member may rely in good faith upon opinions, reports, statements, or other information provided by another person that the member reasonably believes is a competent and reliable source for the information.
(d) A member in a member-managed limited liability company or a manager-managed limited liability company shall discharge the duties under the Nebraska Uniform Limited Liability Company Act or under the operating agreement and exercise any rights consistently with the contractual obligation of good faith and fair dealing.
(e) It is a defense to a claim under subdivision (b)(2) of this section and any comparable claim in equity or at common law that the transaction was fair to the limited liability company.
(f) All of the members of a member-managed limited liability company or a manager-managed limited liability company may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty.
(g) In a manager-managed limited liability company, the following rules apply:
(1) Subsections (a), (b), (c), and (e) of this section apply to the manager or managers and not the members.
(2) The duty stated under subdivision (b)(3) of this section continues until winding up is completed.
(3) Subsection (d) of this section applies to the members and managers.
(4) Subsection (f) of this section applies only to the members.
(5) A member does not have any fiduciary duty to the company or to any other member solely by reason of being a member.
Source
Laws 2010, LB888, § 38.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-141 - Transfer of transferable interest.

21-141.
Transfer of transferable interest.
(RULLCA 502) (a) A transfer, in whole or in part, of a transferable interest:
(1) is permissible;
(2) does not by itself cause a member's dissociation or a dissolution and winding up of the limited liability company's activities; and
(3) subject to section 21-143, does not entitle the transferee to:
(A) participate in the management or conduct of the company's activities; or
(B) except as otherwise provided in subsection (c) of this section, have access to records or other information concerning the company's activities.
(b) A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.
(c) In a dissolution and winding up of a limited liability company, a transferee is entitled to an account of the company's transactions only from the date of dissolution.
(d) A transferable interest may be evidenced by a certificate of the interest issued by the limited liability company in a record, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate.
(e) A limited liability company need not give effect to a transferee's rights under this section until the company has notice of the transfer.
(f) A transfer of a transferable interest in violation of a restriction on transfer contained in the operating agreement is ineffective as to a person having notice of the restriction at the time of transfer.
(g) Except as otherwise provided in subdivision (4)(B) of section 21-145, when a member transfers a transferable interest, the transferor retains the rights of a member other than the interest in distributions transferred and retains all duties and obligations of a member.
(h) When a member transfers a transferable interest to a person that becomes a member with respect to the transferred interest, the transferee is liable for the member's obligations under section 21-132 and subsection (c) of section 21-135 known to the transferee when the transferee becomes a member.
Source
Laws 2010, LB888, § 41.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-142 - Charging order.

21-142.
Charging order.
(RULLCA 503) (a) On application by a judgment creditor of a member or transferee, a court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgment. A charging order constitutes a lien on a judgment debtor's transferable interest and requires the limited liability company to pay over to the person to which the charging order was issued any distribution that would otherwise be paid to the judgment debtor.
(b) To the extent necessary to effectuate the collection of distributions pursuant to a charging order in effect under subsection (a) of this section, the court may:
(1) appoint a receiver of the distributions subject to the charging order, with the power to make all inquiries the judgment debtor might have made; and
(2) make all other orders necessary to give effect to the charging order.
(c) Upon a showing that distributions under a charging order will not pay the judgment debt within a reasonable time, the court may foreclose the lien and order the sale of the transferable interest. The purchaser at the foreclosure sale only obtains the transferable interest, does not thereby become a member, and is subject to section 21-141.
(d) At any time before completion of the foreclosure sale under subsection (c) of this section, the member or transferee whose transferable interest is subject to a charging order under subsection (a) of this section may extinguish the charging order by satisfying the judgment and filing a certified copy of the satisfaction with the court that issued the charging order.
(e) At any time before completion of the foreclosure sale under subsection (c) of this section, a limited liability company or one or more members whose transferable interests are not subject to the charging order may pay to the judgment creditor the full amount due under the judgment and thereby succeed to the rights of the judgment creditor, including the charging order.
(f) The Nebraska Uniform Limited Liability Company Act does not deprive any member or transferee of the benefit of any exemption laws applicable to the member's or transferee's transferable interest.
(g) This section provides the exclusive remedy by which a person seeking to enforce a judgment against a member or transferee may, in the capacity of judgment creditor, satisfy the judgment from the judgment debtor's transferable interest.
Source
Laws 2010, LB888, § 42.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-143 - Power of personal representative of deceased member.

21-143.
Power of personal representative of deceased member.
(RULLCA 504) If a member dies, the deceased member's personal representative or other legal representative may exercise the rights of a transferee provided in subsection (c) of section 21-141 and, for the purposes of settling the estate, the rights of a current member under section 21-139.
Source
Laws 2010, LB888, § 43.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-144 - Member's power to dissociate; wrongful dissociation.

21-144.
Member's power to dissociate; wrongful dissociation.
(RULLCA 601) (a) A person has the power to dissociate as a member at any time, rightfully or wrongfully, by withdrawing as a member by express will under subdivision (1) of section 21-145.
(b) A person's dissociation from a limited liability company is wrongful only if the dissociation:
(1) is in breach of an express provision of the operating agreement; or
(2) occurs before the termination of the company and:
(A) the person withdraws as a member by express will;
(B) the person is expelled as a member by judicial order under subdivision (5) of section 21-145;
(C) the person is dissociated under subdivision (7)(A) of section 21-145 by becoming a debtor in bankruptcy; or
(D) in the case of a person that is not a trust other than a business trust, an estate, or an individual, the person is expelled or otherwise dissociated as a member because it willfully dissolved or terminated.
(c) A person that wrongfully dissociates as a member is liable to the limited liability company and, subject to section 21-164, to the other members for damages caused by the dissociation. The liability is in addition to any other debt, obligation, or other liability of the member to the company or the other members.
Source
Laws 2010, LB888, § 44.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-146 - Effect of person's dissociation as member.

21-146.
Effect of person's dissociation as member.
(RULLCA 603) (a) When a person is dissociated as a member of a limited liability company:
(1) the person's right to participate as a member in the management and conduct of the company's activities terminates;
(2) if the company is member-managed, the person's fiduciary duties as a member end with regard to matters arising and events occurring after the person's dissociation; and
(3) subject to section 21-143 and sections 21-170 to 21-184, any transferable interest owned by the person immediately before dissociation in the person's capacity as a member is owned by the person solely as a transferee.
(b) A person's dissociation as a member of a limited liability company does not of itself discharge the person from any debt, obligation, or other liability to the company or the other members which the person incurred while a member.
Source
Laws 2010, LB888, § 46.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-147 - Events causing dissolution; rescission; procedure.

21-147.
Events causing dissolution; rescission; procedure.
(RULLCA 701) (a) A limited liability company is dissolved, and its activities must be wound up, upon the occurrence of any of the following:
(1) an event or circumstance that the operating agreement states causes dissolution;
(2) the consent of all the members;
(3) the passage of ninety consecutive days during which the company has no members;
(4) on application by a member, the entry by the district court of an order dissolving the company on the grounds that:
(A) the conduct of all or substantially all of the company's activities is unlawful; or
(B) it is not reasonably practicable to carry on the company's activities in conformity with the certificate of organization and the operating agreement; or
(5) on application by a member, the entry by the district court of an order dissolving the company on the grounds that the managers or those members in control of the company:
(A) have acted, are acting, or will act in a manner that is illegal or fraudulent; or
(B) have acted or are acting in a manner that is oppressive and was, is, or will be directly harmful to the applicant.
(b) In a proceeding brought under subdivision (a)(5) of this section, the court may order a remedy other than dissolution.
(c) A limited liability company may rescind its dissolution, unless a statement of termination applicable to the company has become effective, the district court has entered an order under subdivision (a)(4) of this section dissolving the company, or the Secretary of State has administratively dissolved the company under section 21-151.
(d) Rescinding dissolution under this section requires:
(1) the consent of all the members; and
(2) if the limited liability company has delivered to the Secretary of State for filing a statement of dissolution under section 21-148 and:
(A) the statement has not become effective, delivery to the Secretary of State for filing of a statement of withdrawal under section 21-121 applicable to the statement of dissolution; or
(B) if the statement of dissolution has become effective, delivery to the Secretary of State for filing of a statement of rescission stating the name of the company and that dissolution has been rescinded under this section.
(e) If a limited liability company rescinds its dissolution:
(1) the company resumes carrying on its activities and affairs as if dissolution had never occurred;
(2) subject to subdivision (e)(3) of this section, any liability incurred by the company after the dissolution and before the rescission has become effective is determined as if dissolution had never occurred; and
(3) the rights of a third party arising out of conduct in reliance on the dissolution before the third party knew or had notice of the rescission may not be adversely affected.
Source
Laws 2010, LB888, § 47;
Laws 2019, LB78, § 1.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-149 - Known claims against dissolved limited liability company.

21-149.
Known claims against dissolved limited liability company.
(RULLCA 703) (a) Except as otherwise provided in subsection (d) of this section, a dissolved limited liability company may give notice of a known claim under subsection (b) of this section, which has the effect as provided in subsection (c) of this section.
(b) A dissolved limited liability company may in a record notify its known claimants of the dissolution. The notice must:
(1) specify the information required to be included in a claim;
(2) provide a mailing address to which the claim is to be sent;
(3) state the deadline for receipt of the claim, which may not be less than one hundred twenty days after the date the notice is received by the claimant; and
(4) state that the claim will be barred if not received by the deadline.
(c) A claim against a dissolved limited liability company is barred if the requirements of subsection (b) of this section are met and:
(1) the claim is not received by the specified deadline; or
(2) if the claim is timely received but rejected by the company:
(A) the company causes the claimant to receive a notice in a record stating that the claim is rejected and will be barred unless the claimant commences an action against the company to enforce the claim within ninety days after the claimant receives the notice; and
(B) the claimant does not commence the required action within the ninety days.
(d) This section does not apply to a claim based on an event occurring after the effective date of dissolution or a liability that on that date is contingent.
Source
Laws 2010, LB888, § 49.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-150 - Other claims against dissolved limited liability company.

21-150.
Other claims against dissolved limited liability company.
(RULLCA 704) (a) A dissolved limited liability company shall publish notice of its dissolution and request persons having claims against the company to present them in accordance with the notice.
(b) The notice required by subsection (a) of this section must:
(1) be published three successive weeks in some legal newspaper of general circulation in the county in this state in which the dissolved limited liability company's principal office is located or, if it has none in this state, in the county in which the company's designated office is or was last located;
(2) describe the information required to be contained in a claim and provide a mailing address to which the claim is to be sent; and
(3) state that a claim against the company is barred unless an action to enforce the claim is commenced within five years after the publication date of the third required notice.
(c) If a dissolved limited liability company publishes a notice in accordance with subsection (b) of this section, unless the claimant commences an action to enforce the claim against the company within five years after the publication date of the third required notice, the claim of each of the following claimants is barred:
(1) a claimant that did not receive notice in a record under section 21-149;
(2) a claimant whose claim was timely sent to the company but not acted on; and
(3) a claimant whose claim is contingent at, or based on an event occurring after, the effective date of dissolution.
(d) A claim not barred under this section may be enforced:
(1) against a dissolved limited liability company, to the extent of its undistributed assets; and
(2) if assets of the company have been distributed after dissolution, against a member or transferee to the extent of that person's proportionate share of the claim or of the assets distributed to the member or transferee after dissolution, whichever is less, but a person's total liability for all claims under this subdivision does not exceed the total amount of assets distributed to the person after dissolution.
Source
Laws 2010, LB888, § 50.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-151 - Administrative dissolution.

21-151.
Administrative dissolution.
(RULLCA 705) (a) The Secretary of State may dissolve a limited liability company administratively if the company does not:
(1) pay, within sixty days after the due date, any fee, tax, or penalty due to the Secretary of State under the Nebraska Uniform Limited Liability Company Act or law other than the act; or
(2) deliver, within sixty days after the due date, its biennial report to the Secretary of State.
(b) If the Secretary of State determines that a ground exists for administratively dissolving a limited liability company, the Secretary of State shall file a record of the determination and serve the company with a copy of the filed record.
(c) If within sixty days after service of the copy pursuant to subsection (b) of this section a limited liability company does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist, the Secretary of State shall dissolve the company administratively by preparing, signing, and filing a declaration of dissolution that states the grounds for dissolution. The Secretary of State shall serve the company with a copy of the filed declaration.
(d) A limited liability company that has been administratively dissolved continues in existence but, subject to section 21-152, may carry on only activities necessary to wind up its activities and liquidate its assets under sections 21-148 and 21-154 and to notify claimants under sections 21-149 and 21-150.
(e) The administrative dissolution of a limited liability company does not terminate the authority of its agent for service of process.
Source
Laws 2010, LB888, § 51.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-152 - Reinstatement following administrative dissolution.

21-152.
Reinstatement following administrative dissolution.
(RULLCA 706) (a) A limited liability company that has been administratively dissolved may apply to the Secretary of State for reinstatement within five years after the effective date of its dissolution. The application must be delivered to the Secretary of State for filing and state:
(1) the name of the company and the effective date of its dissolution;
(2) that the grounds for dissolution did not exist or have been eliminated; and
(3) that the company's name satisfies the requirements of section 21-108.
(b) If the Secretary of State determines that an application under subsection (a) of this section contains the required information and that the information is correct, the Secretary of State shall prepare a declaration of reinstatement that states this determination, sign and file the original of the declaration of reinstatement, and serve the limited liability company with a copy.
(c) A limited liability company that has been administratively dissolved for more than five years may apply to the Secretary of State for late reinstatement. The application must be delivered to the Secretary of State for filing, along with the fee set forth in section 21-192, and state:
(1) The name of the company and the effective date of its dissolution;
(2) That the grounds for dissolution did not exist or have been eliminated;
(3) That the company's name satisfies the requirements of section 21-108;
(4) That a legitimate reason exists for reinstatement and what such legitimate reason is; and
(5) That such reinstatement does not constitute fraud on the public.
(d) If the Secretary of State determines that an application under subsection (c) of this section contains the required information and that the information is correct, the Secretary of State shall prepare a declaration of reinstatement that states this determination, sign and file the original of the declaration of reinstatement, and serve the limited liability company with a copy.
(e) When a reinstatement becomes effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the limited liability company may resume its activities as if the dissolution had not occurred.
Source
Laws 2010, LB888, § 52;
Laws 2012, LB854, § 1;
Laws 2015, LB279, § 1.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-153 - Appeal from rejection of reinstatement.

21-153.
Appeal from rejection of reinstatement.
(RULLCA 707) (a) If the Secretary of State rejects a limited liability company's application for reinstatement following administrative dissolution, the Secretary of State shall prepare, sign, and file a notice that explains the reason for rejection and serve the company with a copy of the notice.
(b) Within thirty days after service of a notice of rejection of reinstatement under subsection (a) of this section, a limited liability company may appeal from the rejection by petitioning the district court of Lancaster County to set aside the dissolution. The petition must be served on the Secretary of State and contain a copy of the Secretary of State's declaration of dissolution, the company's application for reinstatement, and the Secretary of State's notice of rejection.
(c) The court may order the Secretary of State to reinstate a dissolved limited liability company or take other action the court considers appropriate.
Source
Laws 2010, LB888, § 53.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-154 - Distribution of assets in winding up limited liability company's activities.

21-154.
Distribution of assets in winding up limited liability company's activities.
(RULLCA 708) (a) In winding up its activities, a limited liability company must apply its assets to discharge its obligations to creditors, including members that are creditors.
(b) After a limited liability company complies with subsection (a) of this section, any surplus must be distributed in the manner set forth in the operating agreement or, if not so set forth, in the following order, subject, in any case, to any charging order in effect under section 21-142:
(1) to each person owning a transferable interest that reflects contributions made by a member and not previously returned, an amount equal to the value of the unreturned contributions; and
(2) in equal shares among members and dissociated members, except to the extent necessary to comply with any transfer effective under section 21-141.
(c) If a limited liability company does not have sufficient surplus to comply with subdivision (b)(1) of this section, any surplus must be distributed among the owners of transferable interests in proportion to the value of their respective unreturned contributions.
(d) All distributions made under subsections (b) and (c) of this section must be paid in money.
Source
Laws 2010, LB888, § 54.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-155 - Governing law.

21-155.
Governing law.
(RULLCA 801) (a) The law of the state or other jurisdiction under which a foreign limited liability company is formed governs:
(1) the internal affairs of the company; and
(2) the liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of the company.
(b) A foreign limited liability company may not transact business in this state until it qualifies with the Secretary of State as provided in sections 21-156 and 21-158. A foreign limited liability company may not be denied a certificate of authority by reason of any difference between the law of the jurisdiction under which the company is formed and the law of this state.
(c) A certificate of authority does not authorize a foreign limited liability company to engage in any business or exercise any power that a limited liability company may not engage in or exercise in this state.
Source
Laws 2010, LB888, § 55.
Annotations
This section codifies the internal affairs doctrine, as discussed in the Restatement (Second) of Conflict of Laws section 302 (1971). Midwest Renewable Energy v. American Engr. Testing, 296 Neb. 73, 894 N.W.2d 221 (2017).
Under this section, the internal affairs doctrine requires that the law of a fully dissolved foreign limited liability corporation's state of incorporation govern its amenability. Midwest Renewable Energy v. American Engr. Testing, 296 Neb. 73, 894 N.W.2d 221 (2017).
While this section references the Uniform Limited Liability Company Act, it was, instead, patterned after the Revised Uniform Limited Liability Company Act, and it incorporates the revised act's comments explaining the section. Midwest Renewable Energy v. American Engr. Testing, 296 Neb. 73, 894 N.W.2d 221 (2017).
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-156 - Application for certificate of authority.

21-156.
Application for certificate of authority.
(RULLCA 802) (a) A foreign limited liability company must apply for a certificate of authority to transact business in this state by delivering an application and, if applicable, a current certificate of registration as provided in sections 21-185 to 21-189 and fees to the Secretary of State for filing. The application must state:
(1) the name of the company and, if the name does not comply with section 21-108, an alternate name adopted pursuant to subsection (a) of section 21-159;
(2) the name of the state or other jurisdiction under whose law the company is formed;
(3) the street and mailing addresses of the company's principal office and, if the law of the jurisdiction under which the company is formed requires the company to maintain an office in that jurisdiction, the street and mailing addresses of the required office; and
(4) the name and street and mailing addresses and post office box number, if any, of the company's initial agent for service of process in this state.
(b) A foreign limited liability company shall deliver with a completed application under subsection (a) of this section a certificate of existence or a record of similar import signed by the Secretary of State or other official having custody of the company's publicly filed records in the state or other jurisdiction under whose law the company is formed.
Source
Laws 2010, LB888, § 56.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-157 - Activities not constituting transacting business.

21-157.
Activities not constituting transacting business.
(RULLCA 803) (a) Activities of a foreign limited liability company which do not constitute transacting business in this state within the meaning of sections 21-155 to 21-163 include:
(1) maintaining, defending, or settling an action or proceeding;
(2) carrying on any activity concerning its internal affairs, including holding meetings of its members or managers;
(3) maintaining accounts in financial institutions;
(4) maintaining offices or agencies for the transfer, exchange, and registration of the company's own securities or maintaining trustees or depositories with respect to those securities;
(5) selling through independent contractors;
(6) soliciting or obtaining orders, whether by mail or electronic means 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, or security interests in real or personal property;
(8) securing or collecting debts or enforcing mortgages or other security interests in property securing the debts and holding, protecting, or maintaining property so acquired;
(9) conducting an isolated transaction that is completed within thirty days and is not in the course of similar transactions; and
(10) transacting business in interstate commerce.
(b) For purposes of sections 21-155 to 21-163, the ownership in this state of income-producing real property or tangible personal property, other than property excluded under subsection (a) of this section, constitutes transacting business in this state.
(c) This section does not apply in determining the contacts or activities that may subject a foreign limited liability company to service of process, taxation, or regulation under law of this state other than the Nebraska Uniform Limited Liability Company Act.
Source
Laws 2010, LB888, § 57.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-158 - Filing of certificate of authority.

21-158.
Filing of certificate of authority.
(RULLCA 804) Unless the Secretary of State determines that an application for a certificate of authority does not comply with the filing requirements of the Nebraska Uniform Limited Liability Company Act, the Secretary of State, upon payment of all filing fees, shall file the application of a foreign limited liability company, prepare, sign, and file a certificate of authority to transact business in this state, and send a copy of the filed certificate, together with a receipt for the fees, to the company or its representative.
Source
Laws 2010, LB888, § 58.