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Nebraska Statutes > Chapter 21 - Corporations And Other Companies

Nebraska Statutes > Chapter 21 - Corporations And Other Companies


Current as of: 2010
§ 21-101Act, how cited
§ 21-102Terms, defined
§ 21-103Knowledge; notice
§ 21-104Nature, purpose and duration of limited liability company; classification for tax purposes
§ 21-105Powers
§ 21-106Governing law
§ 21-107Supplemental principles of law
§ 21-108Name
§ 21-109Reservation of name
§ 21-110Operating agreement; scope, function, and limitations
§ 21-111Operating agreement; effect on limited liability company and persons becoming members; preformation agreement
§ 21-112Operating agreement; effect on third parties and relationship to records effective on behalf of limited liability company
§ 21-113Office and agent for service of process
§ 21-114Change of designated office or agent for service of process
§ 21-115Resignation of agent for service of process
§ 21-116Service of process
§ 21-117Formation; certificate of organization and other filings
§ 21-118Amendment or restatement of certificate of organization
§ 21-119Signing of records to be delivered for filing to Secretary of State
§ 21-120Signing and filing pursuant to judicial order
§ 21-121Delivery to and filing of records by Secretary of State; effective time and date
§ 21-122Correcting filed record
§ 21-123Liability for inaccurate information in filed record
§ 21-124Certificate of existence or authorization
§ 21-125Biennial report
§ 21-126No agency power of member as member
§ 21-127Statement of authority
§ 21-128Statement of denial
§ 21-129Liability of members and managers
§ 21-130Becoming member
§ 21-131Form of contribution
§ 21-132Liability for contributions
§ 21-133Sharing of and right to distributions before dissolution
§ 21-134Limitations on distribution
§ 21-135Liability for improper distributions
§ 21-136Management of limited liability company
§ 21-137Indemnification and insurance
§ 21-138Standards of conduct for members and managers
§ 21-139Right of members, managers, and dissociated members to information
§ 21-140Nature of transferable interest
§ 21-141Transfer of transferable interest
§ 21-142Charging order
§ 21-143Power of personal representative of deceased member
§ 21-144Member's power to dissociate; wrongful dissociation
§ 21-145Events causing dissociation
§ 21-146Effect of person's dissociation as member
§ 21-147Events causing dissolution
§ 21-148Winding up
§ 21-149Known claims against dissolved limited liability company
§ 21-150Other claims against dissolved limited liability company
§ 21-151Administrative dissolution
§ 21-152Reinstatement following administrative dissolution
§ 21-153Appeal from rejection of reinstatement
§ 21-154Distribution of assets in winding up limited liability company's activities
§ 21-155Governing law
§ 21-156Application for certificate of authority
§ 21-157Activities not constituting transacting business
§ 21-158Filing of certificate of authority
§ 21-159Noncomplying name of foreign limited liability company
§ 21-160Revocation of certificate of authority
§ 21-161Cancellation of certificate of authority
§ 21-162Effect of failure to have certificate of authority
§ 21-163Action by Attorney General
§ 21-164Direct action by member
§ 21-165Derivative action
§ 21-166Proper plaintiff
§ 21-167Complaint
§ 21-168Special litigation committee
§ 21-169Proceeds and expenses
§ 21-170Terms, defined
§ 21-171Merger
§ 21-172Action on plan of merger by constituent limited liability company
§ 21-173Filings required for merger; effective date
§ 21-174Effect of merger
§ 21-175Conversion
§ 21-176Action on plan of conversion by converting limited liability company
§ 21-177Filings required for conversion; effective date
§ 21-178Effect of conversion
§ 21-179Domestication
§ 21-180Action on plan of domestication by domesticating limited liability company
§ 21-181Filings required for domestication; effective date
§ 21-182Effect of domestication
§ 21-183Restrictions on approval of mergers, conversions, and domestications
§ 21-184Sections not exclusive
§ 21-185Professional service; filing required; certificate of registration; contents
§ 21-186Certificate of registration; application; contents; display; fee; electronic records; use; license verification fee; Secretary of State; duties
§ 21-187Certificate of registration; expiration; annual application
§ 21-188Certificate of registration; suspension or revocation; procedure; notice
§ 21-189Authority and duty of regulatory body licensing professionals
§ 21-190Professional service; limitation
§ 21-191Applicability to attorneys at law
§ 21-192Fees
§ 21-193Notice; publication required; filing
§ 21-194Uniformity of application and construction
§ 21-195Relation to Electronic Signatures in Global and National Commerce Act
§ 21-196Effect on certain actions, proceedings, and rights
§ 21-197Application to existing relationships
§ 21-301Domestic corporations; biennial report and fee; procedure
§ 21-302Domestic corporations; biennial report; contents
§ 21-303Domestic corporations; occupation tax; fees; amount; stock without par value, determination of amount
§ 21-304Foreign corporations; biennial report and fee; procedure
§ 21-305Foreign corporations; biennial report; contents
§ 21-306Foreign corporations; occupation tax; investigation by Secretary of State for collection purposes
§ 21-311Fees; disposition; monthly report of Secretary of State
§ 21-312Fees; lien; notice; lien subject to prior liens
§ 21-313Failure to file report or pay fee; automatically dissolved, when
§ 21-314Fees; how collected; credited to General Fund
§ 21-315Fees; collection; venue of action
§ 21-317Reports and fees; violations; annulment of charter
§ 21-318List of corporations; duty of Secretary of State
§ 21-319Investigation by Secretary of State for collection purposes; duty of county clerk
§ 21-321Reports and fees; exemptions
§ 21-322Dissolution, revocation of charter; certificate required; filing; fees
§ 21-323Domestic corporations; reports and taxes; notice; failure to pay; automatic dissolution; lien; priority
§ 21-323.01Domestic corporation automatically dissolved; reinstatement; application; procedure; payment required
§ 21-323.02Domestic corporation automatically dissolved; denial of reinstatement; appeal
§ 21-325Foreign corporations; reports and taxes; notice; failure to pay; automatic dissolution; lien; priority
§ 21-325.01Foreign corporation automatically dissolved; reinstatement; procedure
§ 21-325.02Foreign corporation automatically dissolved; reinstatement denied; appeal
§ 21-328Fees; refund; procedure; appeal
§ 21-329Paid-up capital stock, defined
§ 21-330Corporations; excess payment; refund
§ 21-608Societies declared to be corporations; status of subordinate organizations
§ 21-609Societies declared to be corporations; power to acquire and hold property; charter, constitution; filing of copy required
§ 21-610Societies declared to be corporations; power to act as administrator, executor, guardian, or trustee
§ 21-611Corporate acts; how attested
§ 21-612Subordinate organizations; operation of orphanages and other homes; incorporation; acquisition of property; use and investment of funds; power to borrow
§ 21-613Grand organizations; operation of orphanages and other homes; acquisition of property; use and investment of funds
§ 21-614Orphanages and other homes; books, inspection by Auditor of Public Accounts; diversion of property and funds; powers of Attorney General
§ 21-615Orphanages and other homes; establishment; certified copy of charter to be filed
§ 21-616Orphanages and other homes; establishment under other laws
§ 21-617Society names and emblems; registration
§ 21-618Society names and emblems; registration; procedure; effect
§ 21-619Society names and emblems; registration; record
§ 21-620Society names and emblems; similarity; registration not granted, when
§ 21-621Society names and emblems; registration; certificate to issue
§ 21-622Society emblems; unlawful use; penalty
§ 21-623Society names and emblems; registration; fees
§ 21-624Society names and emblems; registration; organizations not affected
§ 21-1101Legislative grant of charter; reservation of power to change
§ 21-1301Cooperative corporation; formation; general purposes and powers; exceptions; action by cooperative corporation; vote required
§ 21-1302Cooperative corporation; articles of incorporation; contents
§ 21-1303Cooperative corporation; additional powers; stockholder vote; conditions; adoption of articles and bylaws
§ 21-1304Cooperative corporation; contracts with members; provisions; damages for breach
§ 21-1305Cooperative corporation; fees, filings, and reports
§ 21-1306Cooperative; use of word restricted; penalty for violation
§ 21-1333Cooperative farm land company; incorporation; purposes; general powers
§ 21-1334Cooperative farm land company; articles of incorporation; contents; new members
§ 21-1335Cooperative farm land company; corporate powers
§ 21-1336Cooperative farm land company; annual report; contents; fee
§ 21-1337Cooperative farm land company; certificate of compliance; occupation tax laws inapplicable
§ 21-1338Cooperative farm land company; fees; disposition
§ 21-1339Cooperative farm land company; investment in purchase-money mortgages by insurance companies, authorized
§ 21-1401Terms, defined; act, how cited
§ 21-1402Formation; purposes
§ 21-1403Articles of incorporation; contents
§ 21-1404Articles of incorporation; filing; certified copy as evidence; fees
§ 21-1405Powers
§ 21-1406Members; eligibility; suspension or withdrawal; voting; liability for corporate debts; certificate of membership
§ 21-1407Bylaws
§ 21-1408Directors; duties and powers; annual and special meetings; notice
§ 21-1410Marketing contracts; breach; rights of association
§ 21-1411Federation of associations; acquisition of stock or membership; agreements
§ 21-1412Cooperative; use of term restricted
§ 21-1414Application of general corporation laws
§ 21-1701Act, how cited
§ 21-1702Definitions, where found
§ 21-1703Capital, defined
§ 21-1704Corporate central credit union, defined
§ 21-1705Credit union, defined
§ 21-1706Department, defined
§ 21-1707Director, defined
§ 21-1708Employee, defined
§ 21-1709Fixed asset, defined
§ 21-1710Immediate family, defined
§ 21-1711Individual, defined
§ 21-1712Insolvent, defined
§ 21-1713Line of credit, defined
§ 21-1714Loan, defined
§ 21-1715Membership officer, defined
§ 21-1716Membership shares, defined
§ 21-1717Official, defined
§ 21-1718Organization, defined
§ 21-1719Person, defined
§ 21-1720Reserves, defined
§ 21-1721Risk assets, defined
§ 21-1722Share account, defined
§ 21-1723Ownership of a share account; rights
§ 21-1724Organization; procedure; hearing
§ 21-1725Existing credit unions; organization; procedure
§ 21-1725.01New credit union; branch credit union; application; procedure; hearing
§ 21-1726Forms of articles and bylaws
§ 21-1727Articles and bylaws; amendments
§ 21-1728Use of name exclusive; violation; penalty; injunction
§ 21-1729Place of business
§ 21-1730Fiscal year
§ 21-1731Department; general powers
§ 21-1732Director; powers and duties
§ 21-1733Order; appeal; procedure
§ 21-1734Corrective measures; receivership proceedings
§ 21-1735National Credit Union Administration Board; appointment as receiver or liquidator
§ 21-1736Examinations
§ 21-1737Records
§ 21-1738Reports
§ 21-1740Credit union; powers
§ 21-1741Safety deposit box service
§ 21-1742Incidental powers
§ 21-1743Membership; requirements
§ 21-1744Fees
§ 21-1745Retention of membership; when
§ 21-1746Liability of members
§ 21-1747Expulsion of members
§ 21-1748Termination of members
§ 21-1749Meetings
§ 21-1750Voting rights
§ 21-1751Special meeting
§ 21-1752Central credit union; membership
§ 21-1753Central credit union; board of directors; credit committee
§ 21-1754Central credit union; board of directors; officers; supervisory committee
§ 21-1755Central credit union; purchase of credit union
§ 21-1756Central credit union; loans and investments; limitations
§ 21-1757Direction of credit union affairs
§ 21-1758Election or appointment of board and committees
§ 21-1759Record of board and committee membership
§ 21-1760Vacancies
§ 21-1761Compensation; expenses
§ 21-1762Conflicts of interest
§ 21-1763Indemnification
§ 21-1764Officers; duties
§ 21-1765Board of directors; authority
§ 21-1766Executive committee
§ 21-1767Meetings of directors
§ 21-1767.01Bond
§ 21-1768Duties of directors
§ 21-1769Credit committee; credit manager; loan officers; powers and duties
§ 21-1770Loan officer license
§ 21-1771Supervisory committee; duties; audit
§ 21-1772Suspension and removal of officials
§ 21-1773Share insurance
§ 21-1774Shares
§ 21-1775Special purpose share accounts
§ 21-1776Dividends
§ 21-1777Accounting for interest and dividend expenses
§ 21-1778Maximum share account
§ 21-1779Withdrawals
§ 21-1780Fees related to member accounts
§ 21-1781Minor accounts
§ 21-1782Joint accounts
§ 21-1783Trust accounts
§ 21-1784Liens
§ 21-1785Dormant accounts
§ 21-1786Reduction in shares
§ 21-1787Purpose and conditions of loans
§ 21-1788Interest rate
§ 21-1789Other charges related to loans
§ 21-1790Loan documentation
§ 21-1791Loan limit
§ 21-1792Installments
§ 21-1793Line of credit
§ 21-1794Participation loans
§ 21-1795Other loan programs
§ 21-1796Loans to officials
§ 21-1797Liability insurance
§ 21-1798Money-type instruments
§ 21-1799Federally authorized plans; powers; treatment
§ 21-17,100Investment of funds
§ 21-17,101Deposit of funds
§ 21-17,102Authorized investments
§ 21-17,103Transfer to regular reserve account
§ 21-17,104Allowance-for-loan-losses account
§ 21-17,105Use of regular reserve account
§ 21-17,106Special reserve account
§ 21-17,107Waiver of reserve requirements
§ 21-17,108Liquidation
§ 21-17,109Merger or consolidation
§ 21-17,110Conversion
§ 21-17,111Conversion from state to federal credit union
§ 21-17,112Conversion from federal to state credit union
§ 21-17,113Property taxation and collection
§ 21-17,114Credit Union Act Fund; created; use; investment
§ 21-17,115Credit union organized under laws of Nebraska; rights, powers, privileges, and immunities of federal credit union; exception
§ 21-17,116Credit unions existing prior to October 1, 1996; how treated
§ 21-1901Act, how cited
§ 21-1902Legislative power
§ 21-1903Filing requirements
§ 21-1904Forms
§ 21-1905Fees
§ 21-1906Effective date of document
§ 21-1907Correcting filed document
§ 21-1908Secretary of State; duties
§ 21-1909Refusal to file document; appeal
§ 21-1910Filed document; evidentiary effect
§ 21-1911Certificate of existence
§ 21-1912Signing false document; penalty
§ 21-1913Secretary of State; powers
§ 21-1914Terms, defined
§ 21-1915Notice
§ 21-1916Private foundations; requirements
§ 21-1917Meetings and votes; court order
§ 21-1918Attorney General; notice; powers
§ 21-1919Religious corporations; constitutional protections
§ 21-1920Incorporators
§ 21-1921Articles of incorporation
§ 21-1922Incorporation
§ 21-1923Liability for preincorporation transactions
§ 21-1924Organization of corporation
§ 21-1925Bylaws
§ 21-1926Emergency bylaws and powers
§ 21-1927Purposes
§ 21-1928General powers
§ 21-1929Emergency powers
§ 21-1930Ultra vires
§ 21-1931Corporate name
§ 21-1932Reserved name
§ 21-1933Registered name
§ 21-1934Registered office; registered agent
§ 21-1935Change of registered office or registered agent
§ 21-1936Resignation of registered agent
§ 21-1937Service on corporation
§ 21-1938Admission of members
§ 21-1939Consideration
§ 21-1940No requirement of members
§ 21-1941Differences in rights and obligations
§ 21-1942Transfers
§ 21-1943Member's liability to third parties
§ 21-1944Member's liability for dues, assessments, and fees
§ 21-1945Creditor's action against member
§ 21-1946Resignation
§ 21-1947Termination, expulsion, and suspension
§ 21-1948Purchase of memberships
§ 21-1949Derivative suits
§ 21-1950Delegates
§ 21-1951Annual and regular meetings
§ 21-1952Special meeting
§ 21-1953Court-ordered meeting
§ 21-1954Action by written consent
§ 21-1955Notice of meeting
§ 21-1956Waiver of notice
§ 21-1957Record date; determining members entitled to notice and vote
§ 21-1958Action by written ballot
§ 21-1959Members' list for meeting
§ 21-1960Voting entitlement generally
§ 21-1961Quorum requirements
§ 21-1962Voting requirements
§ 21-1963Proxies
§ 21-1964Cumulative voting for directors
§ 21-1965Other methods of electing directors
§ 21-1966Corporation's acceptance of votes
§ 21-1967Voting agreements
§ 21-1968Requirement for and duties of board of directors
§ 21-1969Qualifications of directors
§ 21-1970Number of directors
§ 21-1971Election, designation, and appointment of directors
§ 21-1972Terms of directors generally
§ 21-1973Staggered terms for directors
§ 21-1974Resignation of directors
§ 21-1975Removal of directors elected by members or directors
§ 21-1976Removal of designated or appointed directors
§ 21-1977Removal of directors by judicial proceeding
§ 21-1978Vacancy on board
§ 21-1979Compensation of directors
§ 21-1980Regular and special meetings
§ 21-1981Action without meeting
§ 21-1982Call and notice of meeting
§ 21-1983Waiver of notice
§ 21-1984Quorum; voting
§ 21-1985Committees of the board
§ 21-1986General standards for directors
§ 21-1987Director; conflict of interest
§ 21-1988Loans to or guaranties for directors and officers
§ 21-1989Liability for unlawful distributions
§ 21-1990Required officers
§ 21-1991Duties and authority of officers
§ 21-1992Standards of conduct for officers
§ 21-1993Resignation and removal of officers
§ 21-1994Contract rights of officers
§ 21-1995Officers' authority to execute documents
§ 21-1996Terms, defined
§ 21-1997Authority to indemnify
§ 21-1998Mandatory indemnification
§ 21-1999Advance for expenses
§ 21-19,100Court-ordered indemnification
§ 21-19,101Determination and authorization of indemnification
§ 21-19,102Indemnification of officers, employees, and agents
§ 21-19,103Insurance
§ 21-19,104Applicability of sections
§ 21-19,105Authority to amend
§ 21-19,106Amendment of articles of incorporation by directors
§ 21-19,107Amendment of articles of incorporation by directors and members
§ 21-19,108Class voting by members on amendments
§ 21-19,109Articles of amendment
§ 21-19,110Restated articles of incorporation
§ 21-19,111Amendment pursuant to judicial reorganization
§ 21-19,112Effect of amendment and restatement
§ 21-19,113Amendment to bylaws by directors
§ 21-19,114Amendment to bylaws by directors and members
§ 21-19,115Class voting by members on amendments
§ 21-19,116Approval by third persons
§ 21-19,117Amendment terminating members or redeeming or canceling memberships
§ 21-19,118Approval of plan of merger
§ 21-19,119Mergers by public benefit or religious corporations; procedure
§ 21-19,120Action on plan by board, members, and third persons
§ 21-19,121Articles of merger
§ 21-19,122Effect of merger
§ 21-19,123Merger with foreign corporation
§ 21-19,124Bequests, devises, and gifts
§ 21-19,125Sale of assets in regular course of activities and mortgage of assets
§ 21-19,126Sale of assets other than in regular course of activities
§ 21-19,127Prohibited distributions
§ 21-19,128Authorized distributions
§ 21-19,129Dissolution by incorporators or directors; notice of dissolution; plan
§ 21-19,130Dissolution by directors, members, and third persons; plan
§ 21-19,131Notice to the Attorney General
§ 21-19,132Articles of dissolution
§ 21-19,133Revocation of dissolution
§ 21-19,134Effect of dissolution
§ 21-19,135Known claims against dissolved corporations; notice
§ 21-19,136Unknown claims against dissolved corporation; notice
§ 21-19,137Grounds for administrative dissolution
§ 21-19,138Procedure for and effect of administrative dissolution
§ 21-19,139Reinstatement following administrative dissolution
§ 21-19,140Appeal from denial of reinstatement
§ 21-19,141Grounds for judicial dissolution
§ 21-19,142Procedure for judicial dissolution
§ 21-19,143Receivership or custodianship
§ 21-19,144Decree of dissolution
§ 21-19,145Assets; deposit with State Treasurer; when
§ 21-19,146Foreign corporation; authority to transact business required
§ 21-19,147Foreign corporation; transacting business without authority; consequences; civil penalty
§ 21-19,148Foreign corporation; application for certificate of authority
§ 21-19,149Foreign corporation; amended certificate of authority
§ 21-19,150Foreign corporation; effect of certificate of authority
§ 21-19,151Foreign corporation; corporate name
§ 21-19,152Foreign corporation; registered office; registered agent
§ 21-19,153Foreign corporation; change of registered office or registered agent
§ 21-19,154Foreign corporation; resignation of registered agent
§ 21-19,155Foreign corporation; service
§ 21-19,156Foreign corporation; withdrawal
§ 21-19,157Foreign corporation; grounds for revocation of certificate of authority
§ 21-19,158Foreign corporation; procedure and effect of revocation
§ 21-19,159Foreign corporation; revoked certificate; application for reinstatement
§ 21-19,160Foreign corporation; denial of reinstatement; appeal
§ 21-19,161Foreign corporation; domestication procedure
§ 21-19,162Foreign corporation; renouncing domestication
§ 21-19,163Foreign corporation; domestication; procedure
§ 21-19,164Foreign corporation organized prior to January 1, 1997; status
§ 21-19,165Corporate records
§ 21-19,166Inspection of records by members
§ 21-19,167Scope of inspection rights
§ 21-19,168Court-ordered inspection
§ 21-19,169Limitations on use of membership list
§ 21-19,170Financial statements for members
§ 21-19,171Report of indemnification to members
§ 21-19,172Biennial report; contents
§ 21-19,173Notice of incorporation, amendment, merger, or dissolution; publication
§ 21-19,174Applicability of act
§ 21-19,175Foreign corporation; subject to act; effect
§ 21-19,176Repeal of former law; effect
§ 21-19,177Public benefit, mutual benefit, and religious corporation; designation
§ 21-2001Act, how cited
§ 21-2002Legislative powers
§ 21-2003Filing requirements
§ 21-2004Forms
§ 21-2005Fees
§ 21-2006Effective time and date of filing
§ 21-2007Correcting filed document
§ 21-2008Secretary of State; filing duty
§ 21-2009Secretary of State's refusal to file document; appeal
§ 21-2010Evidentiary effect of copy of filed document
§ 21-2011Certificate of existence or authorization
§ 21-2012Signing false document; penalty
§ 21-2013Secretary of State; powers
§ 21-2014Terms, defined
§ 21-2015Notice
§ 21-2016Number of shareholders
§ 21-2017Incorporators
§ 21-2018Articles of incorporation
§ 21-2019Corporate existence
§ 21-2020Preincorporation transactions; joint and several liability
§ 21-2021Organizational meetings
§ 21-2022Bylaws
§ 21-2023Emergency bylaws
§ 21-2024Corporation; purpose
§ 21-2025Corporation; general powers
§ 21-2026Corporation; emergency powers
§ 21-2027Ultra vires
§ 21-2028Corporate name
§ 21-2029Reserved name
§ 21-2030Registered name
§ 21-2031Registered office and registered agent
§ 21-2032Change of registered office or registered agent
§ 21-2033Resignation of registered agent
§ 21-2034Service on corporation
§ 21-2035Authorized shares
§ 21-2036Class or series of shares; determined by board of directors
§ 21-2037Issued and outstanding shares
§ 21-2038Fractional shares
§ 21-2039Subscription for shares before incorporation
§ 21-2040Issuance of shares
§ 21-2041Liability of shareholders
§ 21-2042Share dividends
§ 21-2043Share options
§ 21-2044Form and content of certificates
§ 21-2045Shares without certificates
§ 21-2046Restriction on transfer or registration of shares or other securities
§ 21-2047Payment of expenses
§ 21-2048Shareholders' preemptive rights
§ 21-2049Corporation's acquisition of own shares
§ 21-2050Distributions to shareholders
§ 21-2051Annual meeting
§ 21-2052Special meeting
§ 21-2053Court-ordered meeting
§ 21-2054Action without meeting
§ 21-2055Notice of meeting
§ 21-2056Waiver of notice
§ 21-2057Record date
§ 21-2058Shareholders' list for meeting
§ 21-2059Voting entitlement of shares
§ 21-2060Proxies
§ 21-2061Shares held by nominees
§ 21-2062Corporation's acceptance of notes
§ 21-2063Voting groups; quorum and voting requirements
§ 21-2064Action by single and multiple voting groups
§ 21-2065Greater quorum or voting requirements
§ 21-2066Voting for directors; cumulative voting
§ 21-2067Voting trusts
§ 21-2068Voting agreements
§ 21-2069Shareholder agreements
§ 21-2070Derivative proceedings; terms, defined
§ 21-2071Derivative proceedings; standing
§ 21-2072Derivative proceedings; demand; venue
§ 21-2073Derivative proceedings; stay
§ 21-2074Derivative proceedings; dismissal
§ 21-2075Derivative proceedings; discontinuance or settlement
§ 21-2076Derivative proceedings; payment of expenses
§ 21-2077Derivative proceedings; applicability to foreign corporations
§ 21-2078Board of directors; duties
§ 21-2079Qualifications of directors
§ 21-2080Number and election of directors
§ 21-2081Election of directors by classes of shareholders
§ 21-2082Terms of directors
§ 21-2083Staggered terms of directors
§ 21-2084Resignation of directors
§ 21-2085Removal of directors by shareholders
§ 21-2086Removal of directors by judicial proceeding
§ 21-2087Vacancy on board of directors
§ 21-2088Compensation of directors
§ 21-2089Board of directors; meetings
§ 21-2090Action without meeting
§ 21-2091Notice of meeting
§ 21-2092Waiver of notice
§ 21-2093Quorum and voting
§ 21-2094Committees
§ 21-2095Standards of conduct for directors
§ 21-2096Director; liability for unlawful distributions
§ 21-2097Required officers
§ 21-2098Duties of officers
§ 21-2099Standards of conduct for officers
§ 21-20,100Resignation and removal of officers
§ 21-20,101Contract rights of officers
§ 21-20,102Indemnification; terms, defined
§ 21-20,103Indemnification authority
§ 21-20,104Mandatory indemnification
§ 21-20,105Indemnification; expenses
§ 21-20,106Court-ordered indemnification
§ 21-20,107Determination and authorization of indemnification
§ 21-20,108Indemnification of officers
§ 21-20,109Indemnification; insurance
§ 21-20,110Indemnification; variation by corporation
§ 21-20,111Indemnification; restrictions
§ 21-20,112Director; conflict of interest; terms, defined
§ 21-20,113Director; conflict of interest; judicial action
§ 21-20,114Director; conflict of interest; directors' action
§ 21-20,115Director; conflict of interest; shareholders' action
§ 21-20,116Articles of incorporation; authority to amend
§ 21-20,117Articles of incorporation; amendment by board of directors
§ 21-20,118Articles of incorporation; amendment by board of directors and shareholders
§ 21-20,119Articles of incorporation; voting on amendments by voting groups
§ 21-20,120Articles of incorporation; amendment before issuance of shares
§ 21-20,121Articles of incorporation; articles of amendment
§ 21-20,122Restated articles of incorporation
§ 21-20,123Articles of incorporation; amendment pursuant to reorganization
§ 21-20,124Articles of incorporation; effect of amendment
§ 21-20,125Bylaws; amendment by board of directors or shareholders
§ 21-20,126Bylaw increasing quorum or voting requirement for shareholders
§ 21-20,127Bylaw increasing quorum or voting requirement for board of directors
§ 21-20,128Merger; plan
§ 21-20,129Share exchange; plan
§ 21-20,130Merger or share exchange; action on plan
§ 21-20,131Merger of subsidiary
§ 21-20,132Articles of merger or share exchange
§ 21-20,133Effect of merger or share exchange
§ 21-20,134Merger or share exchange with foreign corporation
§ 21-20,135Sales of assets in regular course of business and mortgage of assets
§ 21-20,135.01Transfer of real estate
§ 21-20,136Sales of assets other than in regular course of business
§ 21-20,137Dissenters' rights; terms, defined
§ 21-20,138Right to dissent
§ 21-20,139Dissent by nominees and beneficial owners
§ 21-20,140Notice of dissenters' rights
§ 21-20,141Dissenters' rights; notice of intent to demand payment
§ 21-20,142Dissenters' notice
§ 21-20,143Dissenters' rights; duty to demand payment
§ 21-20,144Dissenters' rights; share restrictions
§ 21-20,145Dissenters' rights; payment
§ 21-20,146Dissenters' rights; failure to take action
§ 21-20,147Dissenters' rights; after-acquired shares
§ 21-20,148Dissenters' rights; procedure if shareholder dissatisfied with payment or offer
§ 21-20,149Dissenters' rights; court action
§ 21-20,150Dissenters' rights; court costs and attorney's fees
§ 21-20,151Voluntary dissolution; dissolution by incorporators or initial directors
§ 21-20,152Voluntary dissolution; dissolution by board of directors and shareholders
§ 21-20,153Voluntary dissolution; articles of dissolution
§ 21-20,154Voluntary dissolution; revocation of dissolution
§ 21-20,155Voluntary dissolution; effect
§ 21-20,156Voluntary dissolution; known claims against dissolved corporation
§ 21-20,157Voluntary dissolution; unknown claims against dissolved corporation
§ 21-20,158Administrative dissolution; grounds
§ 21-20,159Administrative dissolution; procedure and effect
§ 21-20,160Administrative dissolution; reinstatement
§ 21-20,161Administrative dissolution; denial of reinstatement; appeal
§ 21-20,162Judicial dissolution; grounds
§ 21-20,163Judicial dissolution; procedure
§ 21-20,164Judicial dissolution; receivership or custodianship
§ 21-20,165Judicial dissolution; decree
§ 21-20,166Judicial dissolution; election to purchase
§ 21-20,167Dissolution; deposit with State Treasurer
§ 21-20,168Foreign corporation; certificate of authority
§ 21-20,169Foreign corporation; transacting business without certificate of authority; effect
§ 21-20,170Foreign corporation; certificate of authority; application
§ 21-20,171Foreign corporation; amended certificate of authority
§ 21-20,172Foreign corporation; certificate of authority; effect
§ 21-20,173Corporate name of foreign corporation
§ 21-20,174Foreign corporation; registered office and registered agent
§ 21-20,175Foreign corporation; change of registered office or registered agent
§ 21-20,176Foreign corporation; resignation of registered agent
§ 21-20,177Foreign corporation; service; consent to service of search warrant or subpoena
§ 21-20,178Foreign corporation; withdrawal
§ 21-20,179Foreign corporation; revocation of certificate of authority; grounds
§ 21-20,180Foreign corporation; revocation of certificate of authority; procedure and effect
§ 21-20,180.01Foreign corporation; revocation of certificate of authority; reinstatement; procedure; effect
§ 21-20,181Foreign corporation; revocation of certificate of authority; reinstatement denied; appeal
§ 21-20,181.01Foreign corporation; domestication; procedure
§ 21-20,181.02Foreign corporation; cessation of domestication
§ 21-20,181.03Foreign corporation; surrender of foreign charter; effect
§ 21-20,182Corporate records
§ 21-20,183Inspection of corporate records by shareholders
§ 21-20,184Inspection of corporate records; rights
§ 21-20,185Corporate records; court-ordered inspection
§ 21-20,186Financial statements for shareholders
§ 21-20,187Other reports to shareholders
§ 21-20,188Biennial report to Secretary of State
§ 21-20,189Publication and notice requirements
§ 21-20,190Act; applicability to existing domestic corporations
§ 21-20,191Act; applicability to qualified foreign corporations
§ 21-20,192Repeal of statutes; reduction in penalty; effect
§ 21-20,193Foreign corporation; domesticated under prior law; status
§ 21-2101Act, how cited
§ 21-2102Terms, defined
§ 21-2103Business development corporations; incorporation
§ 21-2104Business development corporation; purposes
§ 21-2105Powers
§ 21-2106Name
§ 21-2107Offices; location
§ 21-2108Shares; acquire, sell, assign, or mortgage
§ 21-2109Membership; investment
§ 21-2110Shares; par value; authorized capital
§ 21-2111Board of directors; election; vacancy
§ 21-2112Articles of incorporation; amendment
§ 21-2113Reserves; amount
§ 21-2114Funds; deposit
§ 21-2115Books and records
§ 21-2116Shares; exempt from registration
§ 21-2117Credit of state not pledged
§ 21-2201Act, how cited
§ 21-2202Terms, defined
§ 21-2203Powers, benefits, and privileges
§ 21-2204Articles of incorporation; certificate of registration; filing
§ 21-2205Professional services that may be rendered
§ 21-2206Corporate name
§ 21-2207Offices; designate in articles of incorporation; change; duties
§ 21-2208Shares of capital stock; issuance; transfer; conditions; violation; effect
§ 21-2209Provision of services in another jurisdiction; license required, when; foreign corporation; requirements
§ 21-2210Professional relationship and liabilities
§ 21-2211Regulating board; powers
§ 21-2212Death or disqualification of shareholder; purchase or redemption of shares; death or disqualification of last remaining shareholder; powers of successor in interest
§ 21-2213Officer, shareholder, agent, or employee; legally disqualified; effect
§ 21-2214Secretary of State; names of corporations; certify to Attorney General; legally disqualified officer, shareholder, agent, or employee; action for dissolution
§ 21-2215Involuntary dissolution; procedure
§ 21-2216Regulating board; certificate of registration; contents; filing; fee; display; electronic access; Secretary of State; duty; corporate suspension or dissolution; when
§ 21-2217Registration certificate; term; filing; failure to file; effect; not transferable
§ 21-2218Regulating board; certificate of registration; revoke or suspend; procedure
§ 21-2219Merger or consolidation
§ 21-2220Sections; attorneys at law; applicability
§ 21-2221Sections; when not applicable
§ 21-2222Rights of natural persons
§ 21-2301Terms, defined
§ 21-2302Legislative intent
§ 21-2303Incorporation; procedure; application; approval
§ 21-2304Articles of incorporation; contents
§ 21-2305Articles of incorporation; filing
§ 21-2306Articles of incorporation; amendment; procedure
§ 21-2307Board of directors; qualifications; expenses; public meetings
§ 21-2308Corporate powers
§ 21-2309Corporate bonds; payment
§ 21-2310Bonds; security
§ 21-2311Corporation; property; bonds; exempt from taxation
§ 21-2312Local political subdivision; liability; exempt
§ 21-2313Corporation; nonprofit
§ 21-2314Corporation; dissolution; effect
§ 21-2315Corporation; documents; filing without payment of fees or taxes
§ 21-2316Act; how construed
§ 21-2317Corporation incorporated under Nebraska Nonprofit Corporation Act; validated
§ 21-2318Act, how cited
§ 21-2431Act, how cited
§ 21-2432Legislative declarations
§ 21-2433Definitions, where found
§ 21-2434Acquiring person, defined
§ 21-2435Affiliate, defined
§ 21-2436Associate, defined
§ 21-2437Business combination, defined
§ 21-2438Control, controlling, controlled by, or under common control with, defined
§ 21-2439Control-share acquisition, defined
§ 21-2440Interested shareholder, defined
§ 21-2441Interested shares, defined
§ 21-2442Issuing public corporation, defined
§ 21-2443Owner, defined
§ 21-2444Person, defined
§ 21-2445Share acquisition date, defined
§ 21-2446Subsidiary of an issuing public corporation, defined
§ 21-2447Voting stock, defined
§ 21-2448Stock or other property; market value; how determined
§ 21-2449Acquiring person; deliver information statement; contents; amendment
§ 21-2450Consideration of voting rights; special meeting; conditions
§ 21-2451Control-share acquisition; voting rights of shares
§ 21-2452Business combination; prohibited activities
§ 21-2453Act; exemptions
§ 21-2501Act, how cited
§ 21-2502Registration of corporate name; procedure; term
§ 21-2503Corporation dissolution; change of name; effect; continued use of name; not required
§ 21-2504Corporate name; registration; assignment; procedure
§ 21-2505Names registered; Secretary of State; duties
§ 21-2506Secretary of State; cancel registration; when
§ 21-2507False or fraudulent registration; liability
§ 21-2508Wrongful use of registered name; liability; action to enjoin; other remedies
§ 21-2601Act, how cited; termination
§ 21-2601.01Terms, defined
§ 21-2602Organization of company; purpose; deemed a syndicate; exceptions
§ 21-2603Powers
§ 21-2604Name
§ 21-2604.01Reservation of name
§ 21-2605Formation
§ 21-2606Articles of organization
§ 21-2607Filing of articles of organization and current registration certificate
§ 21-2608Effect of issuance of certificate of organization
§ 21-2609Registered office and registered agent to be maintained
§ 21-2610Change of registered office or registered agent
§ 21-2611Failure to maintain registered agent or registered office or pay annual fee
§ 21-2612Liability of members, managers, and employees
§ 21-2613Service of process
§ 21-2614Contributions to capital; stated capital, defined
§ 21-2615Management
§ 21-2616Contracting debts
§ 21-2617Property
§ 21-2617.01Biennial report; contents; dissolution of company; revocation of certificate; Secretary of State; powers; procedure; revival or restoration; when
§ 21-2618Division of profits
§ 21-2619Withdrawal or reduction of members' contributions to capital
§ 21-2620Liability of member to company
§ 21-2621Interest in company; transferability of interest; admission of additional members
§ 21-2622Dissolution
§ 21-2623Filing of statement of intent to dissolve
§ 21-2624Effect of filing of dissolving statement
§ 21-2625Distribution of assets upon dissolution
§ 21-2626Articles of dissolution
§ 21-2627Filing of articles of dissolution; issuance of certificate of dissolution
§ 21-2628Amendment of articles of organization
§ 21-2629Parties to actions
§ 21-2630Waiver of notice
§ 21-2631Professional service; license and registration certificate required; filing
§ 21-2631.01Registration certificate; application; contents; issuance; fees; display; Secretary of State; access electronic licensing records; verification; suspension
§ 21-2631.02Registration certificate; expiration; filing; not transferable or assignable
§ 21-2631.03Registration certificate; suspension or revocation; procedures
§ 21-2632Professional service; regulation of practice
§ 21-2632.01Limited liability company; professional service; limitation of services
§ 21-2633Taxation
§ 21-2634Fees
§ 21-2635Unauthorized assumption of powers
§ 21-2636Legislative intent; recognition outside the state
§ 21-2637Foreign limited liability company; law governing; rights
§ 21-2638Foreign limited liability company; certificate of authority; application
§ 21-2639Foreign limited liability company; filing of certificate of authority and current registration certificate
§ 21-2640Foreign limited liability company; name
§ 21-2641Foreign limited liability company; application for certificate of authority; amendments
§ 21-2642Foreign limited liability company; withdrawal
§ 21-2643Foreign limited liability company; transaction of business without certificate of authority; effect
§ 21-2644Foreign limited liability company; activities not considered transacting business in this state
§ 21-2645Action by Attorney General
§ 21-2646Act; applicability to attorneys at law
§ 21-2647Merger or consolidation; authorized
§ 21-2648Merger or consolidation; written plan; contents
§ 21-2649Merger or consolidation; approval; abandonment
§ 21-2650Merger or consolidation; filings required; when effective
§ 21-2651Merger or consolidation; effect
§ 21-2652Merger or consolidation; domestic and foreign entities; conditions; effect
§ 21-2653Notices; publication; filing
§ 21-2654Charging order; authorized; procedure; effect; powers of court
§ 21-2701Terms, defined
§ 21-2702Foreign trade zones; establishment, operation, and maintenance
§ 21-2703Foreign trade zones; select and describe locations
§ 21-2801Religious association; ceases to exist; vesting of property
§ 21-2802Religious association; vesting of property; application; notice; transfer of property
§ 21-2803Religious association; affiliated with other association; withdrawal; use of name
§ 21-2901Act, how cited
§ 21-2902Legislative power to amend or repeal
§ 21-2903Terms, defined
§ 21-2904Nature of limited cooperative association
§ 21-2905Powers
§ 21-2906Name
§ 21-2907Reservation of name
§ 21-2908Foreign limited cooperative association; name
§ 21-2909Use of terms or abbreviation
§ 21-2910Required information
§ 21-2911Business transactions of member with limited cooperative association
§ 21-2912Dual capacity
§ 21-2913Designated office and agent for service of process
§ 21-2914Change of designated office or agent for service of process
§ 21-2915Resignation of agent for service of process
§ 21-2916Service of process
§ 21-2917Signing of records to be delivered for filing to the Secretary of State
§ 21-2918Signing and filing of records pursuant to judicial order
§ 21-2919Delivery to and filing of records by Secretary of State; effective time and date
§ 21-2920Correcting filed record
§ 21-2921Liability for false information in filed record
§ 21-2922Certificate of good standing or authorization
§ 21-2923Biennial report
§ 21-2924Filing fees
§ 21-2925Organizers
§ 21-2926Formation of limited cooperative association; articles of organization
§ 21-2927Organization of limited cooperative association
§ 21-2928Bylaws
§ 21-2929Members
§ 21-2930Becoming a member
§ 21-2931No right or power as member to bind limited cooperative association
§ 21-2932No liability as member for limited cooperative association obligations
§ 21-2933Right of member and former member to information
§ 21-2934Annual members' meetings
§ 21-2935Special members' meetings
§ 21-2936Notice of members' meetings
§ 21-2937Waiver of members' meeting notice
§ 21-2938Quorum
§ 21-2939Voting by patron members; voting by investor members
§ 21-2940Action without a meeting
§ 21-2941Determination of voting power of patron member
§ 21-2942Voting by investor members
§ 21-2943Manner of voting
§ 21-2944Districts and delegates; classes of members
§ 21-2945Member interest
§ 21-2946Patron and investor member interests
§ 21-2947Transferability of member interest
§ 21-2948Security interest
§ 21-2949Marketing contract, defined; authority
§ 21-2950Marketing contract
§ 21-2951Duration of marketing contract; termination
§ 21-2952Remedies for breach or anticipating repudiation of contract
§ 21-2953Existence and powers of board of directors
§ 21-2954No liability as director for limited cooperative association's obligations
§ 21-2955Qualifications of directors and composition of board
§ 21-2956Election of directors
§ 21-2957Term of director
§ 21-2958Resignation of director
§ 21-2959Removal of director
§ 21-2960Suspension of director by board
§ 21-2961Vacancy on board
§ 21-2962Compensation of directors
§ 21-2963Meetings
§ 21-2964Action without meeting
§ 21-2965Meetings and notice
§ 21-2966Waiver of notice of meeting
§ 21-2967Quorum
§ 21-2968Voting
§ 21-2969Committees
§ 21-2970Standards of conduct and liability
§ 21-2971Conflict of interest
§ 21-2972Right of director to information
§ 21-2973Other considerations of directors
§ 21-2974Appointment and authority of officers
§ 21-2975Resignation and removal of officers
§ 21-2976Indemnification
§ 21-2977Members' contributions
§ 21-2978Forms of contribution and valuation
§ 21-2979Contribution agreements
§ 21-2980Allocation of profits and losses
§ 21-2981Distributions
§ 21-2981.01Distributions to members; redemption or repurchase authorized; how treated
§ 21-2981.02Limit on distributions
§ 21-2981.03Prohibited distribution; director liability; member or holder of financial rights liability; actions authorized; statute of limitation
§ 21-2982Member's dissociation; power of estate of member
§ 21-2983Effect of dissociation as member
§ 21-2984Dissolution
§ 21-2985Judicial dissolution
§ 21-2986Voluntary dissolution before commencement of activity
§ 21-2987Voluntary dissolution by the board and members
§ 21-2988Articles of dissolution
§ 21-2989Winding up of activities
§ 21-2990Distribution of assets in winding up limited cooperative association
§ 21-2991Known claims against dissolved limited cooperative association
§ 21-2992Other claims against dissolved limited cooperative association
§ 21-2993Court proceeding
§ 21-2994Administrative dissolution
§ 21-2995Reinstatement following administrative dissolution
§ 21-2996Denial of reinstatement; appeal
§ 21-2997Direct action by member
§ 21-2998Derivative action
§ 21-2999Proper plaintiff
§ 21-29,100Complaint
§ 21-29,101Proceeds and expenses
§ 21-29,102Governing law
§ 21-29,103Application for certificate of authority
§ 21-29,104Activities not constituting transacting business
§ 21-29,105Filing of certificate of authority
§ 21-29,106Noncomplying name of foreign cooperative
§ 21-29,107Revocation of certificate of authority
§ 21-29,108Cancellation of certificate of authority; effect of failure to have certificate
§ 21-29,109Action by Attorney General
§ 21-29,110Authority to amend articles of organization or bylaws; rights of member
§ 21-29,111Notice and action on amendment of articles of organization or bylaws
§ 21-29,112Change to amendment of articles of organization or bylaws at meeting
§ 21-29,113Approval of amendment
§ 21-29,114Vote affecting group, class, or district of members
§ 21-29,115Emergency bylaws; procedure for adoption
§ 21-29,116Amendment or restatement of articles of organization
§ 21-29,117Merger and consolidation; terms, defined
§ 21-29,122Merger or consolidation
§ 21-29,123Notice and action on plan of merger or consolidation by constituent limited cooperative association
§ 21-29,124Approval or abandonment of merger or consolidation by members of constituent limited cooperative association
§ 21-29,125Merger or consolidation with subsidiary
§ 21-29,126Filings required for merger or consolidation; effective date
§ 21-29,127Effect of merger or consolidation
§ 21-29,129Disposition of assets
§ 21-29,130Notice and action on disposition of assets
§ 21-29,131Vote on disposition of assets
§ 21-29,132Exemption from Securities Act of Nebraska
§ 21-29,133Immunities, rights, and privileges
§ 21-29,134Secretary of State; powers

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Questions & Answers: Business Structures

Shari, Please clarify what you mean when you say the owner "left" the corporation's building to his children. Even though the corporation was dissolved it still continues to exist...
The building and the shares were given to the children the will. There are 17 years of back annual renewal fees that are delinquent and unpaid by the corporation. The will also s...
Shari, Strictly speaking, I don't see how the will could leave the building to the children. If I understand correctly, the father did not personally own the building in his own na...
There are 6 shareholders that are all related. Four of the shareholders are involved in the creation of the new LLC without the other 2 shareholders. No transfers of shares have...
If the president of a board says something to a child (member) in her vehicle on personal time. Then that child repeats it to another child (member) during company time is the boa...
My friend did a fundraiser for me about 3 months ago, she said that after all of the taxes came out, she would send my church the check for me. She said that I will receive $21,00....
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Haralson, Miller, Pitt, Feldman & McAnally, P.L.C
Phoenix and Tucson Personal Injury and Business Attorneys

1 S. Church Ave #900
Tucson, Arizona 85701
Practice Areas: Employment, Business Structures, Personal Injury, Litigation, Employment (for Employers)
www.hmpfmlaw.com/
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