Nebraska Statutes > Chapter 21 Nebraska Statutes > Chapter 21 – Corporations and Other Companies Current as of: 2024 | Check for updates | Other versions Nebraska Uniform Limited Liability Company Act Nebraska Uniform Limited Liability Company Act. (cont.) Nebraska Benefit Corporation Act Nonstock Cooperative Marketing Act Credit Union Act Nebraska Nonprofit Corporation Act Nebraska Business Development Corporation Act Nebraska Professional Corporation Act Nebraska Industrial Development Corporation Act Shareholders Protection Act Name Protection Act Nebraska Limited Cooperative Association Act § 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 Ask a business law question, get an answer ASAP!Thousands of highly rated, verified business lawyers.Click here to chat with a lawyer about your rights.
