(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.

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Terms Used In Nebraska Statutes 21-162

  • Action: shall include any proceeding in any court of this state. See Nebraska Statutes 49-801
  • Company: shall include any corporation, partnership, limited liability company, joint-stock company, joint venture, or association. See Nebraska Statutes 49-801
  • Contract: A legal written agreement that becomes binding when signed.
  • Foreign: when applied to corporations shall include all those created by authority other than that of this state. See Nebraska Statutes 49-801
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • State: when applied to different states of the United States shall be construed to extend to and include the District of Columbia and the several territories organized by Congress. See Nebraska Statutes 49-801

(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.