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Nebraska Uniform Limited Liability Company Act |
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Nebraska Uniform Limited Liability Company Act. (cont.) |
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Nebraska Benefit Corporation Act |
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Nonstock Cooperative Marketing Act |
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Credit Union Act |
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Nebraska Nonprofit Corporation Act |
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Nebraska Business Development Corporation Act |
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Nebraska Professional Corporation Act |
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Nebraska Industrial Development Corporation Act |
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Shareholders Protection Act |
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Name Protection Act |
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Nebraska Limited Cooperative Association Act |
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§ 21-201 |
Short title |
§ 21-202 |
Reservation of power to amend or repeal |
§ 21-203 |
Requirements for documents; extrinsicfacts |
§ 21-204 |
Forms |
§ 21-205 |
Filing, service, and copying fees |
§ 21-206 |
Effective time and date of document |
§ 21-207 |
Correcting filed document |
§ 21-208 |
Filing duty of Secretary of State |
§ 21-209 |
Appeal from Secretary of State’s refusalto file document |
§ 21-210 |
Evidentiary effect of copy of fileddocument |
§ 21-211 |
Certificate of existence |
§ 21-212 |
Penalty for signing false document |
§ 21-213 |
Powers |
§ 21-214 |
Act definitions |
§ 21-215 |
Notices and other communications |
§ 21-216 |
Number of shareholders |
§ 21-217 |
Qualified director |
§ 21-218 |
Householding |
§ 21-218.01 |
Definitions |
§ 21-218.02 |
Defective corporate actions |
§ 21-218.03 |
Ratification of defective corporate actions |
§ 21-218.04 |
Action on ratification |
§ 21-218.05 |
Notice requirements |
§ 21-218.06 |
Effect of ratification |
§ 21-218.07 |
Filings |
§ 21-218.08 |
Judicial proceedings regarding validity of corporate actions |
§ 21-219 |
Incorporators |
§ 21-220 |
Articles of incorporation |
§ 21-221 |
Incorporation |
§ 21-222 |
Liability for preincorporation transactions |
§ 21-223 |
Organization of corporation |
§ 21-224 |
Bylaws |
§ 21-225 |
Emergency bylaws |
§ 21-226 |
Purposes |
§ 21-227 |
General powers |
§ 21-228 |
Emergency powers |
§ 21-229 |
Ultra vires |
§ 21-230 |
Corporate name |
§ 21-231 |
Reserved name |
§ 21-232 |
Registered name |
§ 21-233 |
Registered office and registered agent |
§ 21-234 |
Change of registered office or registeredagent |
§ 21-235 |
Resignation of registered agent |
§ 21-236 |
Service on corporation |
§ 21-237 |
Authorized shares |
§ 21-238 |
Terms of class or series determinedby board of directors |
§ 21-239 |
Issued and outstanding shares |
§ 21-240 |
Fractional shares |
§ 21-241 |
Subscription for shares before incorporation |
§ 21-242 |
Issuance of shares |
§ 21-243 |
Liability of shareholders |
§ 21-244 |
Share dividends |
§ 21-245 |
Share options and other awards |
§ 21-246 |
Form and content of certificates |
§ 21-247 |
Shares without certificates |
§ 21-248 |
Restriction on transfer of sharesand other securities |
§ 21-249 |
Expense of issue |
§ 21-250 |
Shareholders’ preemptive rights |
§ 21-251 |
Corporation’s acquisition of its ownshares |
§ 21-252 |
Distributions to shareholders |
§ 21-253 |
Annual meeting |
§ 21-254 |
Special meeting |
§ 21-255 |
Court-ordered meeting |
§ 21-256 |
Action without meeting |
§ 21-257 |
Notice of meeting |
§ 21-258 |
Waiver of notice |
§ 21-259 |
Record date |
§ 21-260 |
Conduct of the meeting |
§ 21-261 |
Remote participation in annual andspecial meetings |
§ 21-262 |
Shareholders’ list for meeting |
§ 21-263 |
Voting entitlement of shares |
§ 21-264 |
Proxies |
§ 21-265 |
Shares held by intermediaries and nominees |
§ 21-266 |
Corporation’s acceptance of votes |
§ 21-267 |
Quorum and voting requirements forvoting groups |
§ 21-268 |
Action by single and multiple votinggroups |
§ 21-269 |
Greater quorum or voting requirements |
§ 21-270 |
Voting for directors; cumulative voting |
§ 21-271 |
Inspectors of election |
§ 21-271.01 |
Judicial review of corporate elections, shareholder votes, and other corporate governance disputes |
§ 21-272 |
Voting trusts |
§ 21-273 |
Voting agreements |
§ 21-274 |
Shareholder agreements |
§ 21-275 |
Subpart definitions |
§ 21-276 |
Standing |
§ 21-277 |
Demand |
§ 21-278 |
Stay of proceedings |
§ 21-279 |
Dismissal |
§ 21-280 |
Discontinuance or settlement |
§ 21-281 |
Payment of expenses |
§ 21-282 |
Applicability to foreign corporations |
§ 21-283 |
Shareholder action to appoint custodian or receiver |
§ 21-284 |
Requirement for and functions of boardof directors |
§ 21-285 |
Qualifications of directors |
§ 21-286 |
Number and election of directors |
§ 21-287 |
Election of directors by certain classesof shareholders |
§ 21-288 |
Terms of directors generally |
§ 21-289 |
Staggered terms for directors |
§ 21-290 |
Resignation of directors |
§ 21-291 |
Removal of directors by shareholders |
§ 21-292 |
Removal of directors by judicial proceeding |
§ 21-293 |
Vacancy on board |
§ 21-294 |
Compensation of directors |
§ 21-295 |
Meetings |
§ 21-296 |
Action without meeting |
§ 21-297 |
Notice of meeting |
§ 21-298 |
Waiver of notice |
§ 21-299 |
Quorum and voting |
§ 21-2,100 |
Committees |
§ 21-2,101 |
Submission of matters for shareholdervote |
§ 21-2,102 |
Standards of conduct for directors |
§ 21-2,103 |
Standards of liability for directors |
§ 21-2,104 |
Directors’ liability for unlawfuldistributions |
§ 21-2,105 |
Officers |
§ 21-2,106 |
Functions of officers |
§ 21-2,107 |
Standards of conduct for officers |
§ 21-2,108 |
Resignation and removal of officers |
§ 21-2,109 |
Contract rights of officers |
§ 21-2,110 |
Subpart definitions |
§ 21-2,111 |
Permissible indemnification |
§ 21-2,112 |
Mandatory indemnification |
§ 21-2,113 |
Advance for expenses |
§ 21-2,114 |
Court-ordered indemnification and advance for expenses |
§ 21-2,115 |
Determination and authorizationof indemnification |
§ 21-2,116 |
Indemnification of officers |
§ 21-2,117 |
Insurance |
§ 21-2,118 |
Variation by corporate action; applicationof subchapter |
§ 21-2,119 |
Exclusivity of subpart |
§ 21-2,120 |
Subpart definitions |
§ 21-2,121 |
Judicial action |
§ 21-2,122 |
Directors’ action |
§ 21-2,123 |
Shareholders’ action |
§ 21-2,124 |
Business opportunities |
§ 21-2,125 |
Excluded transactions |
§ 21-2,126 |
Required approvals |
§ 21-2,127 |
Domestication |
§ 21-2,128 |
Action on a plan of domestication |
§ 21-2,129 |
Articles of domestication |
§ 21-2,130 |
Surrender of charter upon domestication |
§ 21-2,131 |
Effect of domestication |
§ 21-2,132 |
Abandonment of a domestication |
§ 21-2,133 |
Nonprofit conversion |
§ 21-2,134 |
Action on a plan of nonprofit conversion |
§ 21-2,135 |
Articles of nonprofit conversion |
§ 21-2,136 |
Surrender of charter upon foreignnonprofit conversion |
§ 21-2,137 |
Effect of nonprofit conversion |
§ 21-2,138 |
Abandonment of a nonprofit conversion |
§ 21-2,139 |
Foreign nonprofit domesticationand conversion |
§ 21-2,140 |
Articles of domestication and conversion |
§ 21-2,141 |
Effect of foreign nonprofit domesticationand conversion |
§ 21-2,142 |
Abandonment of a foreign nonprofitdomestication and conversion |
§ 21-2,143 |
Entity conversion authorized; definitions |
§ 21-2,144 |
Plan of entity conversion |
§ 21-2,145 |
Action on a plan of entity conversion |
§ 21-2,146 |
Articles of entity conversion |
§ 21-2,147 |
Surrender of charter upon conversion |
§ 21-2,148 |
Effect of entity conversion |
§ 21-2,149 |
Abandonment of an entity conversion |
§ 21-2,150 |
Authority to amend |
§ 21-2,151 |
Amendment before issuance of shares |
§ 21-2,152 |
Amendment by board of directorsand shareholders |
§ 21-2,153 |
Voting on amendments by voting groups |
§ 21-2,154 |
Amendment by board of directors |
§ 21-2,155 |
Articles of amendment |
§ 21-2,156 |
Restated articles of incorporation |
§ 21-2,157 |
Amendment pursuant to reorganization |
§ 21-2,158 |
Effect of amendment |
§ 21-2,159 |
Amendment by board of directorsor shareholders |
§ 21-2,160 |
Bylaw increasing quorum or votingrequirement for directors |
§ 21-2,161 |
Definitions |
§ 21-2,162 |
Merger |
§ 21-2,163 |
Share exchange |
§ 21-2,164 |
Action on a plan of merger or shareexchange |
§ 21-2,165 |
Merger between parent and subsidiaryor between subsidiaries |
§ 21-2,166 |
Articles of merger or share exchange |
§ 21-2,167 |
Effect of merger or share exchange |
§ 21-2,168 |
Abandonment of a merger or shareexchange |
§ 21-2,169 |
Disposition of assets not requiringshareholder approval |
§ 21-2,170 |
Shareholder approval of certaindispositions |
§ 21-2,171 |
Definitions |
§ 21-2,172 |
Right to appraisal |
§ 21-2,173 |
Assertion of rights by nominees and beneficial owners |
§ 21-2,174 |
Notice of appraisal rights |
§ 21-2,175 |
Notice of intent to demand paymentand consequences of voting or consenting |
§ 21-2,176 |
Appraisal notice and form |
§ 21-2,177 |
Perfection of rights; right to withdraw |
§ 21-2,178 |
Payment |
§ 21-2,179 |
After-acquired shares |
§ 21-2,180 |
Procedure if shareholder dissatisfiedwith payment or offer |
§ 21-2,181 |
Court action |
§ 21-2,182 |
Court costs and expenses |
§ 21-2,183 |
Other remedies limited |
§ 21-2,184 |
Dissolution by incorporators orinitial directors |
§ 21-2,185 |
Dissolution by board of directorsand shareholders |
§ 21-2,186 |
Articles of dissolution |
§ 21-2,187 |
Revocation of dissolution |
§ 21-2,188 |
Effect of dissolution |
§ 21-2,189 |
Known claims against dissolved corporation |
§ 21-2,190 |
Other claims against dissolved corporation |
§ 21-2,191 |
Court proceedings |
§ 21-2,192 |
Director duties |
§ 21-2,193 |
Grounds for administrative dissolution |
§ 21-2,194 |
Procedure for and effect of administrativedissolution |
§ 21-2,195 |
Reinstatement following administrative dissolution |
§ 21-2,196 |
Appeal from denial of reinstatement |
§ 21-2,197 |
Grounds for judicial dissolution |
§ 21-2,198 |
Procedure for judicial dissolution |
§ 21-2,199 |
Receivership or custodianship |
§ 21-2,200 |
Decree of dissolution |
§ 21-2,201 |
Election to purchase in lieu of dissolution |
§ 21-2,202 |
Deposit with State Treasurer |
§ 21-2,203 |
Authority to transact business required |
§ 21-2,204 |
Consequences of transacting businesswithout authority |
§ 21-2,205 |
Application for certificate of authority |
§ 21-2,206 |
Amended certificate of authority |
§ 21-2,207 |
Effect of certificate of authority |
§ 21-2,208 |
Corporate name of foreign corporation |
§ 21-2,209 |
Registered office and registeredagent of foreign corporation |
§ 21-2,210 |
Change of registered office or registeredagent of foreign corporation |
§ 21-2,211 |
Resignation of registered agentof foreign corporation |
§ 21-2,212 |
Service on foreign corporation |
§ 21-2,213 |
Withdrawal of foreign corporation |
§ 21-2,214 |
Automatic withdrawal upon certainconversions |
§ 21-2,215 |
Withdrawal upon conversion to anonfiling entity |
§ 21-2,216 |
Transfer of authority |
§ 21-2,217 |
Grounds for revocation |
§ 21-2,218 |
Procedure for and effect of revocation |
§ 21-2,219 |
Foreign corporation; reinstatement |
§ 21-2,220 |
Appeal from revocation |
§ 21-2,220.01 |
Foreign corporation; domestication; procedure |
§ 21-2,220.02 |
Foreign corporation; cessation of domestication |
§ 21-2,220.03 |
Foreign corporation; surrender of foreign charter; effect |
§ 21-2,220.04 |
Foreign corporation; domesticated under prior law; status |
§ 21-2,221 |
Corporate records |
§ 21-2,222 |
Inspection of records by shareholders |
§ 21-2,223 |
Scope of inspection right |
§ 21-2,224 |
Court-ordered inspection |
§ 21-2,225 |
Inspection of records by directors |
§ 21-2,226 |
Exception to notice requirements |
§ 21-2,227 |
Financial statements for shareholders |
§ 21-2,228 |
Biennial report for Secretary ofState |
§ 21-2,229 |
Notice of incorporation, amendment,merger, or share exchange; notice of dissolution |
§ 21-2,230 |
Application to existing domestic corporations |
§ 21-2,231 |
Application to qualified foreign corporations |
§ 21-2,232 |
Saving provisions |
§ 21-301 |
Domestic corporations; biennial reportand occupation tax; procedure |
§ 21-302 |
Domestic corporations; biennial report;contents |
§ 21-303 |
Corporations; occupation tax; amount; stock without par value, determination of amount |
§ 21-304 |
Foreign corporations; biennial reportand occupation tax; procedure |
§ 21-305 |
Foreign corporations; biennial report;contents |
§ 21-306 |
Foreign corporations; occupation tax;investigation by Secretary of State for collection purposes |
§ 21-311 |
Occupation taxes; disposition;monthly report of Secretary of State |
§ 21-312 |
Occupation taxes; lien; notice;lien subject to prior liens |
§ 21-313 |
Domestic corporation; foreign corporation;failure to file report or pay occupation tax; effect |
§ 21-314 |
Occupation taxes; how collected;credited to General Fund |
§ 21-315 |
Occupation taxes; collection;venue of action |
§ 21-318 |
List of corporations; duty of Secretaryof State |
§ 21-319 |
Investigation by Secretary of Statefor collection purposes; duty of county clerk |
§ 21-321 |
Reports and fees; exemptions |
§ 21-322 |
Dissolution; certificate required; filing; fees |
§ 21-323 |
Domestic corporations; reports andtaxes; notice; failure to pay; administrative dissolution;lien; priority |
§ 21-323.01 |
Domestic corporation administratively dissolved; reinstatement; application; procedure; payment required |
§ 21-323.02 |
Domestic corporation administratively dissolved; denial of reinstatement;appeal |
§ 21-325 |
Foreign corporations; reports andtaxes; notice; failure to pay; authorityto transact business revoked; lien; priority |
§ 21-325.01 |
Foreign corporation authority to transact business revoked; reinstatement; procedure |
§ 21-325.02 |
Foreign corporation authority to transact business; reinstatementdenied; appeal |
§ 21-328 |
Occupation tax; refund; procedure;appeal |
§ 21-329 |
Paid-up capital stock, defined |
§ 21-330 |
Corporations; excess payment; refund |
§ 21-608 |
Societies declared to be corporations; status of subordinate organizations |
§ 21-609 |
Societies declared to be corporations; power to acquire and hold property; charter, constitution; filing of copy required |
§ 21-610 |
Societies declaredto be corporations; power to act as administrator, executor, guardian, ortrustee |
§ 21-611 |
Corporate acts; how attested |
§ 21-612 |
Subordinate organizations; operation of orphanages and other homes; incorporation; acquisition of property; use and investment of funds; power to borrow |
§ 21-613 |
Grand organizations; operation of orphanages and other homes; acquisition of property; use and investment of funds |
§ 21-614 |
Orphanages and other homes; books, inspection by Auditor of Public Accounts; diversion of property and funds; powers of Attorney General |
§ 21-615 |
Orphanages and other homes; establishment; certified copy of charter to be filed |
§ 21-616 |
Orphanages and other homes; establishment under other laws |
§ 21-617 |
Society names and emblems; registration |
§ 21-618 |
Society names and emblems; registration; procedure; effect |
§ 21-619 |
Society names and emblems; registration; record |
§ 21-620 |
Society names and emblems; similarity; registration not granted, when |
§ 21-621 |
Society names and emblems; registration; certificate to issue |
§ 21-622 |
Society emblems; unlawful use; penalty |
§ 21-623 |
Society names and emblems; registration; fees |
§ 21-624 |
Society names and emblems; registration; organizations not affected |
§ 21-1101 |
Legislative grant of charter; reservation of power to change |
§ 21-1301 |
Cooperative corporation; formation;general purposes and powers; exceptions; action by cooperative corporation;vote required |
§ 21-1302 |
Cooperative corporation; articles of incorporation; contents |
§ 21-1303 |
Cooperative corporation; additional powers; stockholder vote; conditions; adoption of articles and bylaws |
§ 21-1304 |
Cooperative corporation; contracts with members; provisions; damages for breach |
§ 21-1305 |
Cooperative corporation; fees, filings, and reports |
§ 21-1306 |
Cooperative; use of word restricted; penalty for violation |
§ 21-1333 |
Cooperative farm land company; incorporation; purposes; general powers |
§ 21-1334 |
Cooperative farm land company; articles of incorporation; contents; new members |
§ 21-1335 |
Cooperative farm land company; corporate powers |
§ 21-1336 |
Cooperative farm land company; annual report; contents; fee |
§ 21-1337 |
Cooperative farm land company; certificate of compliance; occupation tax laws inapplicable |
§ 21-1338 |
Cooperative farm land company; fees; disposition |
§ 21-1339 |
Cooperative farm land company; investment in purchase-money mortgages by insurance companies, authorized |
§ 21-1402 |
Formation; purposes |
§ 21-1403 |
Articles of incorporation; contents |
§ 21-1404 |
Articles of incorporation; filing; certified copy as evidence; fees |
§ 21-1405 |
Powers |
§ 21-1406 |
Members; eligibility; suspension or withdrawal; voting; liability for corporate debts; certificate of membership |
§ 21-1407 |
Bylaws |
§ 21-1408 |
Directors; duties and powers; annual and special meetings; notice |
§ 21-1410 |
Marketing contracts; breach; rights of association |
§ 21-1411 |
Federation of associations; acquisition of stock or membership; agreements |
§ 21-1412 |
Cooperative; use of term restricted |
§ 21-1414 |
Application of general corporation laws |
§ 21-2701 |
Terms, defined |
§ 21-2702 |
Foreign trade zones; establishment, operation, and maintenance |
§ 21-2703 |
Foreign trade zones; select and describe locations |
§ 21-2801 |
Religious association; ceases to exist; vesting of property |
§ 21-2802 |
Religious association; vesting of property; application; notice; transfer of property |
§ 21-2803 |
Religious association; affiliated with other association; withdrawal; use of name |