reglab/statecodes huggingface dataset:
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-159 - Noncomplying name of foreign limited liability company.

21-159.
Noncomplying name of foreign limited liability company.
(RULLCA 805) (a) A foreign limited liability company whose name does not comply with section 21-108 may not obtain a certificate of authority until it adopts, for the purpose of transacting business in this state, an alternate name that complies with section 21-108. A foreign limited liability company that adopts an alternate name under this subsection and obtains a certificate of authority with the alternate name need not comply with any fictitious or assumed name statute. After obtaining a certificate of authority with an alternate name, a foreign limited liability company shall transact business in this state under the alternate name unless the company is authorized under any fictitious or assumed name statute to transact business in this state under another name.
(b) If a foreign limited liability company authorized to transact business in this state changes its name to one that does not comply with section 21-108, it may not thereafter transact business in this state until it complies with subsection (a) of this section and obtains an amended certificate of authority.
Source
Laws 2010, LB888, § 59.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-160 - Revocation of certificate of authority.

21-160.
Revocation of certificate of authority.
(RULLCA 806) (a) A certificate of authority of a foreign limited liability company to transact business in this state may be revoked by the Secretary of State in the manner provided in subsections (b) and (c) of this section 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;
(2) deliver, within sixty days after the due date, its biennial report required under section 21-125;
(3) appoint and maintain an agent for service of process as required by subsection (b) of section 21-113; or
(4) deliver for filing a statement of a change under section 21-114 within thirty days after a change has occurred in the name or address of the agent.
(b) To revoke a certificate of authority of a foreign limited liability company, the Secretary of State must prepare, sign, and file a notice of revocation and send a copy to the company's agent for service of process in this state, or if the company does not appoint and maintain a proper agent in this state, to the company's designated office. The notice must state:
(1) the revocation's effective date, which must be at least sixty days after the date the Secretary of State sends the copy; and
(2) the grounds for revocation under subsection (a) of this section.
(c) The authority of a foreign limited liability company to transact business in this state ceases on the effective date of the notice of revocation unless before that date the company cures each ground for revocation stated in the notice filed under subsection (b) of this section. If the company cures each ground, the Secretary of State shall file a record so stating.
Source
Laws 2010, LB888, § 60.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-161 - Cancellation of certificate of authority.

21-161.
Cancellation of certificate of authority.
(RULLCA 807) To cancel its certificate of authority to transact business in this state, a foreign limited liability company must deliver to the Secretary of State for filing a notice of cancellation stating the name of the company and that the company desires to cancel its certificate of authority. The certificate is canceled when the notice becomes effective.
Source
Laws 2010, LB888, § 61.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-162 - Effect of failure to have certificate of authority.

21-162.
Effect of failure to have certificate of authority.
(RULLCA 808) (a) A foreign limited liability company transacting business in this state may not maintain an action or proceeding in this state unless it has a certificate of authority to transact business in this state.
(b) The failure of a foreign limited liability company to have a certificate of authority to transact business in this state does not impair the validity of a contract or act of the company or prevent the company from defending an action or proceeding in this state.
(c) A member or manager of a foreign limited liability company is not liable for the debts, obligations, or other liabilities of the company solely because the company transacted business in this state without a certificate of authority.
Source
Laws 2010, LB888, § 62.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-163 - Action by Attorney General.

21-163.
Action by Attorney General.
(RULLCA 809) The Attorney General may maintain an action to enjoin a foreign limited liability company from transacting business in this state in violation of sections 21-155 to 21-163.
Source
Laws 2010, LB888, § 63.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-164 - Direct action by member.

21-164.
Direct action by member.
(RULLCA 901) (a) Subject to subsection (b) of this section, a member may maintain a direct action against another member, a manager, or the limited liability company to enforce the member's rights and otherwise protect the member's interests, including rights and interests under the operating agreement or the Nebraska Uniform Limited Liability Company Act or arising independently of the membership relationship.
(b) A member maintaining a direct action under this section must plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited liability company.
Source
Laws 2010, LB888, § 64.
Annotations
A member of a limited liability company may file a direct action against only the limited liability company itself, its manager, or another member. Klingelhoefer v. Parker, Grossart, 20 Neb. App. 825, 834 N.W.2d 249 (2013).
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-165 - Derivative action.

21-165.
Derivative action.
(RULLCA 902) A member may maintain a derivative action to enforce a right of a limited liability company if:
(1) the member first makes a demand on the other members in a member-managed limited liability company, or the managers of a manager-managed limited liability company, requesting that they cause the company to bring an action to enforce the right, and the managers or other members do not bring the action within a reasonable time; or
(2) a demand under subdivision (1) of this section would be futile.
Source
Laws 2010, LB888, § 65.
Annotations
This section allows for a derivative action if the member of a limited liability company makes a demand upon the manager of the limited liability company to institute the action unless such demand would be futile. Klingelhoefer v. Parker, Grossart, 20 Neb. App. 825, 834 N.W.2d 249 (2013).
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-166 - Proper plaintiff.

21-166.
Proper plaintiff.
(RULLCA 903) (a) Except as otherwise provided in subsection (b) of this section, a derivative action under section 21-165 may be maintained only by a person that is a member at the time the action is commenced and remains a member while the action continues.
(b) If the sole plaintiff in a derivative action dies while the action is pending, the court may permit another member of the limited liability company to be substituted as plaintiff.
Source
Laws 2010, LB888, § 66.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-167 - Complaint.

21-167.
Complaint.
(RULLCA 904) In a derivative action under section 21-165, the complaint must state with particularity:
(1) the date and content of the plaintiff's demand and the response to the demand by the managers or other members; or
(2) if a demand has not been made, the reasons a demand under subdivision (1) of section 21-165 would be futile.
Source
Laws 2010, LB888, § 67.
Annotations
A member bringing a derivative action must set forth in the complaint what actions were taken to comply with section 21-165. Klingelhoefer v. Parker, Grossart, 20 Neb. App. 825, 834 N.W.2d 249 (2013).
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-169 - Proceeds and expenses.

21-169.
Proceeds and expenses.
(RULLCA 906) (a) Except as otherwise provided in subsection (b) of this section:
(1) any proceeds or other benefits of a derivative action under section 21-165, whether by judgment, compromise, or settlement, belong to the limited liability company and not to the plaintiff; and
(2) if the plaintiff receives any proceeds, the plaintiff shall remit them immediately to the company.
(b) If a derivative action under section 21-165 is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees and costs, from the recovery of the limited liability company.
Source
Laws 2010, LB888, § 69.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-171 - Merger.

21-171.
Merger.
(RULLCA 1002) (a) A limited liability company may merge with one or more other constituent organizations pursuant to this section, sections 21-172 to 21-174, and a plan of merger, if:
(1) the governing statute of each of the other organizations authorizes the merger;
(2) the merger is not prohibited by the law of a jurisdiction that enacted any of the governing statutes; and
(3) each of the other organizations complies with its governing statute in effecting the merger.
(b) A plan of merger must be in a record and must include:
(1) the name and form of each constituent organization;
(2) the name and form of the surviving organization and, if the surviving organization is to be created by the merger, a statement to that effect;
(3) the terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration;
(4) if the surviving organization is to be created by the merger, the surviving organization's organizational documents that are proposed to be in a record; and
(5) if the surviving organization is not to be created by the merger, any amendments to be made by the merger to the surviving organization's organizational documents that are, or are proposed to be, in a record.
Source
Laws 2010, LB888, § 71.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-172 - Action on plan of merger by constituent limited liability company.

21-172.
Action on plan of merger by constituent limited liability company.
(RULLCA 1003) (a) Subject to section 21-183, a plan of merger must be consented to by all the members of a constituent limited liability company.
(b) Subject to section 21-183 and any contractual rights, after a merger is approved, and at any time before articles of merger are delivered to the Secretary of State for filing under section 21-173, a constituent limited liability company may amend the plan or abandon the merger:
(1) as provided in the plan; or
(2) except as otherwise prohibited in the plan, with the same consent as was required to approve the plan.
Source
Laws 2010, LB888, § 72.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-173 - Filings required for merger; effective date.

21-173.
Filings required for merger; effective date.
(RULLCA 1004) (a) After each constituent organization has approved a merger, articles of merger must be signed on behalf of:
(1) each constituent limited liability company, as provided in subsection (a) of section 21-119; and
(2) each other constituent organization, as provided in its governing statute.
(b) Articles of merger under this section must include:
(1) the name and form of each constituent organization and the jurisdiction of its governing statute;
(2) the name and form of the surviving organization, the jurisdiction of its governing statute, and, if the surviving organization is created by the merger, a statement to that effect;
(3) the date the merger is effective under the governing statute of the surviving organization;
(4) if the surviving organization is to be created by the merger:
(A) if it will be a limited liability company, the company's certificate of organization; or
(B) if it will be an organization other than a limited liability company, the organizational document that creates the organization that is in a public record;
(5) if the surviving organization preexists the merger, any amendments provided for in the plan of merger for the organizational document that created the organization that are in a public record;
(6) a statement as to each constituent organization that the merger was approved as required by the organization's governing statute; and
(7) any additional information required by the governing statute of any constituent organization.
(c) Each constituent limited liability company shall deliver the articles of merger for filing in the office of the Secretary of State.
(d) A merger becomes effective under sections 21-170 to 21-184:
(1) if the surviving organization is a limited liability company, upon the later of:
(A) compliance with subsection (c) of this section; or
(B) subject to subsection (c) of section 21-121, as specified in the articles of merger; or
(2) if the surviving organization is not a limited liability company, as provided by the governing statute of the surviving organization.
Source
Laws 2010, LB888, § 73.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-174 - Effect of merger.

21-174.
Effect of merger.
(RULLCA 1005) (a) When a merger becomes effective:
(1) the surviving organization continues or comes into existence;
(2) each constituent organization that merges into the surviving organization ceases to exist as a separate entity;
(3) all property owned by each constituent organization that ceases to exist vests in the surviving organization;
(4) all debts, obligations, or other liabilities of each constituent organization that ceases to exist continue as debts, obligations, or other liabilities of the surviving organization;
(5) an action or proceeding pending by or against any constituent organization that ceases to exist may be continued as if the merger had not occurred;
(6) except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving organization;
(7) except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect; and
(8) except as otherwise agreed, if a constituent limited liability company ceases to exist, the merger does not dissolve the limited liability company for the purposes of sections 21-147 to 21-154;
(9) if the surviving organization is created by the merger:
(A) if it is a limited liability company, the certificate of organization becomes effective; or
(B) if it is an organization other than a limited liability company, the organizational document that creates the organization becomes effective; and
(10) if the surviving organization preexisted the merger, any amendments provided for in the articles of merger for the organizational document that created the organization become effective.
(b) A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability owed by a constituent organization, if before the merger the constituent organization was subject to suit in this state on the debt, obligation, or other liability.
Source
Laws 2010, LB888, § 74.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-175 - Conversion.

21-175.
Conversion.
(RULLCA 1006) (a) An organization other than a limited liability company or a foreign limited liability company may convert to a limited liability company, and a limited liability company may convert to an organization other than a foreign limited liability company pursuant to this section, sections 21-176 to 21-178, and a plan of conversion, if:
(1) the other organization's governing statute authorizes the conversion;
(2) the conversion is not prohibited by the law of the jurisdiction that enacted the other organization's governing statute; and
(3) the other organization complies with its governing statute in effecting the conversion.
(b) A plan of conversion must be in a record and must include:
(1) the name and form of the organization before conversion;
(2) the name and form of the organization after conversion;
(3) the terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization, and other consideration; and
(4) the organizational documents of the converted organization that are, or are proposed to be, in a record.
Source
Laws 2010, LB888, § 75.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-176 - Action on plan of conversion by converting limited liability company.

21-176.
Action on plan of conversion by converting limited liability company.
(RULLCA 1007) (a) Subject to section 21-183, a plan of conversion must be consented to by all the members of a converting limited liability company.
(b) Subject to section 21-183 and any contractual rights, after a conversion is approved, and at any time before articles of conversion are delivered to the Secretary of State for filing under section 21-177, a converting limited liability company may amend the plan or abandon the conversion:
(1) as provided in the plan; or
(2) except as otherwise prohibited in the plan, by the same consent as was required to approve the plan.
Source
Laws 2010, LB888, § 76.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-177 - Filings required for conversion; effective date.

21-177.
Filings required for conversion; effective date.
(RULLCA 1008) (a) After a plan of conversion is approved:
(1) a converting limited liability company shall deliver to the Secretary of State for filing articles of conversion, which must be signed as provided in subsection (a) of section 21-119 and must include:
(A) a statement that the limited liability company has been converted into another organization;
(B) the name and form of the organization and the jurisdiction of its governing statute;
(C) the date the conversion is effective under the governing statute of the converted organization;
(D) a statement that the conversion was approved as required by the Nebraska Uniform Limited Liability Company Act; and
(E) a statement that the conversion was approved as required by the governing statute of the converted organization; and
(2) if the converting organization is not a converting limited liability company, the converting organization shall deliver to the Secretary of State for filing a certificate of organization, which must include, in addition to the information required by subsection (b) of section 21-117:
(A) a statement that the converted organization was converted from another organization;
(B) the name and form of that converting organization and the jurisdiction of its governing statute; and
(C) a statement that the conversion was approved in a manner that complied with the converting organization's governing statute.
(b) A conversion becomes effective:
(1) if the converted organization is a limited liability company, when the certificate of organization takes effect; and
(2) if the converted organization is not a limited liability company, as provided by the governing statute of the converted organization.
Source
Laws 2010, LB888, § 77.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-178 - Effect of conversion.

21-178.
Effect of conversion.
(RULLCA 1009) (a) An organization that has been converted pursuant to sections 21-170 to 21-184 is for all purposes the same entity that existed before the conversion.
(b) When a conversion takes effect:
(1) all property owned by the converting organization remains vested in the converted organization;
(2) all debts, obligations, or other liabilities of the converting organization continue as debts, obligations, or other liabilities of the converted organization;
(3) an action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred;
(4) except as prohibited by law other than the Nebraska Uniform Limited Liability Company Act, all of the rights, privileges, immunities, powers, and purposes of the converting organization remain vested in the converted organization;
(5) except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect; and
(6) except as otherwise agreed, the conversion does not dissolve a converting limited liability company for the purposes of sections 21-147 to 21-154.
(c) A converted organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability for which the converting limited liability company is liable if, before the conversion, the converting limited liability company was subject to suit in this state on the debt, obligation, or other liability.
Source
Laws 2010, LB888, § 78.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-179 - Domestication.

21-179.
Domestication.
(RULLCA 1010) (a) A foreign limited liability company may become a limited liability company pursuant to this section, sections 21-180 to 21-182, and a plan of domestication, if:
(1) the foreign limited liability company's governing statute authorizes the domestication;
(2) the domestication is not prohibited by the law of the jurisdiction that enacted the governing statute; and
(3) the foreign limited liability company complies with its governing statute in effecting the domestication.
(b) A limited liability company may become a foreign limited liability company pursuant to this section, sections 21-180 to 21-182, and a plan of domestication, if:
(1) the foreign limited liability company's governing statute authorizes the domestication;
(2) the domestication is not prohibited by the law of the jurisdiction that enacted the governing statute; and
(3) the foreign limited liability company complies with its governing statute in effecting the domestication.
(c) A plan of domestication must be in a record and must include:
(1) the name of the domesticating company before domestication and the jurisdiction of its governing statute;
(2) the name of the domesticated company after domestication and the jurisdiction of its governing statute;
(3) the terms and conditions of the domestication, including the manner and basis for converting interests in the domesticating company into any combination of money, interests in the domesticated company, and other consideration; and
(4) the organizational documents of the domesticated company that are, or are proposed to be, in a record.
Source
Laws 2010, LB888, § 79.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-180 - Action on plan of domestication by domesticating limited liability company.

21-180.
Action on plan of domestication by domesticating limited liability company.
(RULLCA 1011) (a) A plan of domestication must be consented to:
(1) by all the members, subject to section 21-183, if the domesticating company is a limited liability company; and
(2) as provided in the domesticating company's governing statute, if the company is a foreign limited liability company.
(b) Subject to any contractual rights, after a domestication is approved, and at any time before articles of domestication are delivered to the Secretary of State for filing under section 21-181, a domesticating limited liability company may amend the plan or abandon the domestication:
(1) as provided in the plan; or
(2) except as otherwise prohibited in the plan, by the same consent as was required to approve the plan.
Source
Laws 2010, LB888, § 80.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-181 - Filings required for domestication; effective date.

21-181.
Filings required for domestication; effective date.
(RULLCA 1012) (a) After a plan of domestication is approved, a domesticating company shall deliver to the Secretary of State for filing articles of domestication, which must include:
(1) a statement, as the case may be, that the company has been domesticated from or into another jurisdiction;
(2) the name of the domesticating company and the jurisdiction of its governing statute;
(3) the name of the domesticated company and the jurisdiction of its governing statute;
(4) the date the domestication is effective under the governing statute of the domesticated company;
(5) if the domesticating company was a limited liability company, a statement that the domestication was approved as required by the Nebraska Uniform Limited Liability Company Act; and
(6) if the domesticating company was a foreign limited liability company, a statement that the domestication was approved as required by the governing statute of the other jurisdiction.
(b) A domestication becomes effective:
(1) when the certificate of organization takes effect, if the domesticated company is a limited liability company; and
(2) according to the governing statute of the domesticated company, if the domesticated organization is a foreign limited liability company.
Source
Laws 2010, LB888, § 81.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-182 - Effect of domestication.

21-182.
Effect of domestication.
(RULLCA 1013) (a) When a domestication takes effect:
(1) the domesticated company is for all purposes the company that existed before the domestication;
(2) all property owned by the domesticating company remains vested in the domesticated company;
(3) all debts, obligations, or other liabilities of the domesticating company continue as debts, obligations, or other liabilities of the domesticated company;
(4) an action or proceeding pending by or against a domesticating company may be continued as if the domestication had not occurred;
(5) except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the domesticating company remain vested in the domesticated company;
(6) except as otherwise provided in the plan of domestication, the terms and conditions of the plan of domestication take effect; and
(7) except as otherwise agreed, the domestication does not dissolve a domesticating limited liability company for the purposes of sections 21-147 to 21-154.
(b) A domesticated company that is a foreign limited liability company consents to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability owed by the domesticating company, if, before the domestication, the domesticating company was subject to suit in this state on the debt, obligation, or other liability.
(c) If a limited liability company has adopted and approved a plan of domestication under section 21-179 providing for the company to be domesticated in a foreign jurisdiction, a statement surrendering the company's certificate of organization must be delivered to the Secretary of State for filing setting forth:
(1) the name of the company;
(2) a statement that the certificate of organization is being surrendered in connection with the domestication of the company in a foreign jurisdiction;
(3) a statement that the domestication was approved as required by the Nebraska Uniform Limited Liability Company Act; and
(4) the jurisdiction of formation of the domesticated foreign limited liability company.
Source
Laws 2010, LB888, § 82.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-183 - Restrictions on approval of mergers, conversions, and domestications.

21-183.
Restrictions on approval of mergers, conversions, and domestications.
(RULLCA 1014) (a) If a member of a constituent, converting, or domesticating limited liability company will have personal liability with respect to a surviving, converted, or domesticated organization, approval or amendment of a plan of merger, conversion, or domestication are ineffective without the consent of the member, unless:
(1) the company's operating agreement provides for approval of a merger, conversion, or domestication with the consent of fewer than all the members; and
(2) the member has consented to the provision of the operating agreement.
(b) A member does not give the consent required by subsection (a) of this section merely by consenting to a provision of the operating agreement that permits the operating agreement to be amended with the consent of fewer than all the members.
Source
Laws 2010, LB888, § 83.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-184 - Sections not exclusive.

21-184.
Sections not exclusive.
(RULLCA 1015) Sections 21-170 to 21-184 do not preclude an entity from being merged, converted, or domesticated under law other than the Nebraska Uniform Limited Liability Company Act.
Source
Laws 2010, LB888, § 84.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-185 - Professional service; filing required; certificate of registration; contents.

21-185.
Professional service; filing required; certificate of registration; contents.
(1) Each member, manager, professional employee, or agent of a limited liability company who renders a professional service shall hold a valid license or otherwise be duly authorized to render that professional service under the law of this state if such member, manager, professional employee, or agent renders a professional service within this state or under the law of the state or other jurisdiction in which such person renders the professional service.
(2) Before rendering a professional service, a limited liability company shall (a)(i) deliver to the Secretary of State for filing a certificate of registration issued to the limited liability company by the regulatory body of the particular profession for which the limited liability company is organized to do business, which certificate sets forth the name and residence address of every member, manager, professional employee, and agent of the limited liability company who is required by law to be licensed or otherwise authorized to render the professional service for which the limited liability company is organized to do business as of the last day of the month preceding the date of delivery of the certificate, and (ii) certify that all members, managers, professional employees, and agents of the limited liability company who are required by law to do so are duly licensed or otherwise authorized to render the professional service for which the limited liability company is organized to do business or (b) comply with and qualify under the procedures set forth in subsection (2) of section 21-186.
(3) The registration certificate requirements of this section and sections 21-186 to 21-188 shall apply to both limited liability companies and foreign limited liability companies.
Source
Laws 2010, LB888, § 85.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-187 - Certificate of registration; expiration; annual application.

21-187.
Certificate of registration; expiration; annual application.
Each certificate of registration issued to a limited liability company pursuant to section 21-186 shall expire by its own terms one year from the date of issuance and may not be renewed. Each limited liability company shall annually apply (1) to its regulatory body for a certificate in the manner provided in subsection (1) of section 21-186 or (2) to the Secretary of State pursuant to subsection (2) of section 21-186 if the records of the regulatory body are electronically accessible to the Secretary of State. A certificate or application shall be delivered annually to the Secretary of State for filing within thirty days before the expiration date of the last certificate or application on file in the office of the Secretary of State or the limited liability company shall be suspended. Certificates shall not be transferable or assignable.
Source
Laws 2010, LB888, § 87.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-188 - Certificate of registration; suspension or revocation; procedure; notice.

21-188.
Certificate of registration; suspension or revocation; procedure; notice.
A regulatory body may, upon a form prescribed by it, suspend or revoke any certificate of registration issued to any limited liability company pursuant to subsection (1) of section 21-186 upon the suspension or revocation of the license or other authorization to render a professional service by any member, manager, professional employee, or agent of the limited liability company who is required by law to be licensed or otherwise authorized to render the professional service for which the limited liability company is organized to do business. Notice of such suspension or revocation shall be provided to the limited liability company affected by sending by certified or registered mail a certified copy of such suspension or revocation to the limited liability company at its principal place of business set forth in the certificate so suspended or revoked. At the same time, the regulatory body shall forward by regular mail a certified copy of such suspension or revocation to the Secretary of State who shall remove the suspended or revoked registration certificate from his or her files and deliver it to the regulatory body.
Source
Laws 2010, LB888, § 88.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-189 - Authority and duty of regulatory body licensing professionals.

21-189.
Authority and duty of regulatory body licensing professionals.
Nothing in the Nebraska Uniform Limited Liability Company Act is intended to restrict or limit in any manner the authority and duty of any regulatory body licensing professionals within the state to license such persons rendering a professional service or to regulate the practice of any profession that is within the jurisdiction of the regulatory body licensing such professionals within the state notwithstanding that the person is a member, manager, professional employee, or agent of a limited liability company and rendering a professional service or engaging in the practice of the profession through a limited liability company.
Source
Laws 2010, LB888, § 89.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-190 - Professional service; limitation.

21-190.
Professional service; limitation.
(1) A limited liability company which renders a professional service shall render only one type of professional service and such services as may be ancillary thereto and shall not render any other type of professional service or engage in any other profession. No limited liability company may render a professional service except through its members, managers, professional employees, and agents who are duly licensed or otherwise legally authorized to render such professional service within this state.
(2) This section shall not be interpreted to include in the term professional employee, as used in the Nebraska Uniform Limited Liability Company Act, clerks, secretaries, bookkeepers, technicians, and other assistants who are not usually and ordinarily considered by custom and practice to be rendering a professional service to the public for which a license or other legal authorization is required.
Source
Laws 2010, LB888, § 90.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-191 - Applicability to attorneys at law.

21-191.
Applicability to attorneys at law.
The provisions of the Nebraska Uniform Limited Liability Company Act shall be applicable to attorneys at law only to the extent and under such terms and conditions as the Supreme Court determines to be necessary and appropriate. Certificates of organization of limited liability companies organized to practice law shall contain such provisions as may be appropriate to comply with applicable rules of the court.
Source
Laws 2010, LB888, § 91.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-193 - Notice; publication required; filing.

21-193.
Notice; publication required; filing.
(1) Notice of organization, amendment of the certificate of organization, merger, conversion, or domestication must be published three successive weeks in some legal newspaper of general circulation near the designated office of the limited liability company. A notice of organization must show the information required by subsection (b) of section 21-117 to be stated in the certificate of organization. A brief resume of any amendment of the certificate of organization or of any merger, conversion, or domestication of the limited liability company shall be published in the same manner and for the same period of time as notice of organization is required to be published.
(2) Whenever any limited liability company is voluntarily dissolved, notice of the dissolution shall be published as required by section 21-150.
(3) Proof of publication of any of the notices shall be filed in the office of the Secretary of State. In the event any notice described in subsection (1) of this section and required to be given pursuant to this section is not given, but is subsequently published for the required time, and proof of the publication thereof is filed in the office of the Secretary of State, the acts of the limited liability company prior to, as well as after, such publication shall be valid.
Source
Laws 2010, LB888, § 93;
Laws 2012, LB942, § 1.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-194 - Uniformity of application and construction.

21-194.
Uniformity of application and construction.
(RULLCA 1101) In applying and construing this uniform act, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it.
Source
Laws 2010, LB888, § 94.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-195 - Relation to Electronic Signatures in Global and National Commerce Act.

21-195.
Relation to Electronic Signatures in Global and National Commerce Act.
(RULLCA 1102) The Nebraska Uniform Limited Liability Company Act modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. 7001 et seq., but does not modify, limit, or supersede section 101(c) of that act, 15 U.S.C. 7001(c), or authorize electronic delivery of any of the notices described in section 103(b) of that act, 15 U.S.C. 7003(b).
Source
Laws 2010, LB888, § 95.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-196 - Effect on certain actions, proceedings, and rights.

21-196.
Effect on certain actions, proceedings, and rights.
(RULLCA 1103) The Nebraska Uniform Limited Liability Company Act does not affect an action commenced, proceeding brought, or right accrued before January 1, 2011.
Source
Laws 2010, LB888, § 96.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-197 - Application to existing relationships.

21-197.
Application to existing relationships.
(RULLCA 1104) (a) Before January 1, 2013, the Nebraska Uniform Limited Liability Company Act governs only:
(1) a limited liability company formed on or after January 1, 2011; and
(2) except as otherwise provided in subsection (c) of this section, a limited liability company formed before January 1, 2011, which elects, in the manner provided in its operating agreement or by law for amending the operating agreement, to be subject to the act and which delivers to the Secretary of State for filing a statement of election to be subject to the act pursuant to this subdivision.
(b) Except as otherwise provided in subsection (c) of this section, on and after January 1, 2013, the act governs all limited liability companies.
(c) For the purposes of applying the act to a limited liability company formed before January 1, 2011:
(1) the company's articles of organization are deemed to be the company's certificate of organization; and
(2) for the purposes of applying subdivision (11) of section 21-102 and subject to subsection (d) of section 21-112, language in the company's articles of organization designating the company's management structure operates as if that language were in the operating agreement.
Source
Laws 2010, LB888, § 97.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-201 - Short title.

21-201.
Short title.
(MBCA 1.01) Sections 21-201 to 21-2,232 shall be known and may be cited as the Nebraska Model Business Corporation Act.
Source
Laws 2014, LB749, § 1;
Laws 2016, LB794, § 1;
Laws 2017, LB35, § 1;
Laws 2020, LB808, § 2.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-202 - Reservation of power to amend or repeal.

21-202.
Reservation of power to amend or repeal.
(MBCA 1.02) The Legislature has power to amend or repeal all or part of the Nebraska Model Business Corporation Act at any time and all domestic and foreign corporations subject to the act are governed by the amendment or repeal.
Source
Laws 2014, LB749, § 2.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-204 - Forms.

21-204.
Forms.
(MBCA 1.21) (a) The Secretary of State may prescribe and furnish on request forms for (1) an application for a certificate of existence, (2) a foreign corporation's application for a certificate of authority to transact business in this state, and (3) a foreign corporation's application for a certificate of withdrawal. If the Secretary of State so requires, use of these forms is mandatory.
(b) The Secretary of State may prescribe and furnish on request forms for other documents required or permitted to be filed by the Nebraska Model Business Corporation Act but their use is not mandatory.
Source
Laws 2014, LB749, § 4.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-205 - Filing, service, and copying fees.

21-205.
Filing, service, and copying fees.
(MBCA 1.22) (a) The Secretary of State shall collect the following fees when the documents described in this subsection are delivered to the Secretary of State for filing:
(1) Articles of incorporation, articles of domestication, or articles of domestication and conversion:
(i) If the filing is submitted in writing, the fee shall be $110; and
(ii) If the filing is submitted electronically pursuant to section 84-511, the fee shall be $100;
(2) Articles of incorporation or articles of domestication if filed by an insurer holding a certificate of authority issued by the Director of Insurance, the fee shall be $300;
(3) Agent's statement of change of registered office for each affected corporation...$30 not to exceed a total of...$1,000;
(4) Agent's statement of resignation...No fee;
(5) Certificate of administrative dissolution...No fee;
(6) Application for reinstatement more than five years after the effective date of an administrative dissolution or administrative revocation...$500;
(7) Certificate of reinstatement...No fee;
(8) Certificate of judicial dissolution...No fee;
(9) Application for certificate of authority:
(i) If the filing is submitted in writing, the fee shall be $110; and
(ii) If the filing is submitted electronically pursuant to section 84-511, the fee shall be $100;
(10) Certificate of revocation of authority to transact business...No fee;
(11)(i) Professional certificate submitted pursuant to section 21-2216:
(A) If the professional certificate is submitted, the fee shall be $30; and
(B) If electronic verification is submitted in lieu of the professional certificate, the fee shall be $55; and
(ii) Such professional certificate submitted pursuant to section 84-511:
(A) If the professional certificate is submitted, the fee shall be $25; and
(B) If electronic verification is submitted in lieu of the professional certificate, the fee shall be $50; and
(12) Any other document required or permitted to be filed by the Nebraska Model Business Corporation Act:
(i) If the filing is submitted in writing, the fee shall be $30; and
(ii) If the filing is submitted electronically pursuant to section 84-511, the fee shall be $25;
(b) The Secretary of State shall collect the following fees for copying and certifying the copy of any filed document relating to a domestic or foreign corporation:
(1) One dollar per page for copying; and
(2) Ten dollars for the certificate.
(c) All fees set forth in this section shall be collected by the Secretary of State and remitted to the State Treasurer and credited sixty percent to the General Fund and forty percent to the Secretary of State Cash Fund.
Source
Laws 2014, LB749, § 5;
Laws 2015, LB279, § 3;
Laws 2020, LB910, § 5.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-206 - Effective time and date of document.

21-206.
Effective time and date of document.
(MBCA 1.23) (a) Except as provided in subsection (b) of this section and subsection (c) of section 21-207, a document accepted for filing is effective:
(1) At the date and time of filing, as evidenced by such means as the Secretary of State may use for the purpose of recording the date and time of filing; or
(2) At the time specified in the document as its effective time on the date it is filed.
(b) A document may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the ninetieth day after the date it is filed.
Source
Laws 2014, LB749, § 6.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-207 - Correcting filed document.

21-207.
Correcting filed document.
(MBCA 1.24) (a) A domestic or foreign corporation may correct a document filed with the Secretary of State if (1) the document contains an inaccuracy, or (2) the document was defectively signed, attested, sealed, verified, or acknowledged, or (3) the electronic transmission was defective.
(b) A document is corrected:
(1) By preparing articles of correction that:
(i) Describe the document, including its filing date, or attach a copy of it to the articles;
(ii) Specify the inaccuracy or defect to be corrected; and
(iii) Correct the inaccuracy or defect; and
(2) By delivering the articles to the Secretary of State for filing.
(c) Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed.
Source
Laws 2014, LB749, § 7.