§ 21-101 Act, how cited
§ 21-102 Terms, defined
§ 21-103 Knowledge; notice
§ 21-104 Nature, purpose and duration of limited liability company; classification for tax purposes
§ 21-105 Powers
§ 21-106 Governing law
§ 21-107 Supplemental principles of law
§ 21-108 Name
§ 21-109 Reservation of name
§ 21-110 Operating agreement; scope, function,and limitations
§ 21-111 Operating agreement; effect on limitedliability company and persons becoming members; preformation agreement
§ 21-112 Operating agreement; effect on thirdparties and relationship to records effective on behalf of limited liabilitycompany
§ 21-113 Office and agent for service of process
§ 21-114 Change of designated office or agentfor service of process; changeof address
§ 21-115 Resignation of agent for service ofprocess
§ 21-116 Service of process
§ 21-117 Formation; certificate of organizationand other filings
§ 21-118 Amendment or restatement of certificateof organization
§ 21-119 Signing of records to be deliveredfor filing to Secretary of State
§ 21-120 Signing and filing pursuant to judicialorder
§ 21-121 Delivery to and filing of recordsby Secretary of State; effective time and date
§ 21-122 Correcting filed record
§ 21-123 Liability for inaccurate informationin filed record
§ 21-124 Certificate of existence or authorization
§ 21-125 Biennial report
§ 21-126 No agency power of member as member
§ 21-127 Statement of authority
§ 21-128 Statement of denial
§ 21-129 Liability of members and managers
§ 21-130 Becoming member
§ 21-131 Form of contribution
§ 21-132 Liability for contributions
§ 21-133 Sharing of and right to distributionsbefore dissolution
§ 21-134 Limitations on distribution
§ 21-135 Liability for improper distributions
§ 21-136 Management of limited liability company
§ 21-137 Indemnification and insurance
§ 21-138 Standards of conduct for members andmanagers
§ 21-139 Right of members, managers, and dissociatedmembers to information
§ 21-140 Nature of transferable interest
§ 21-141 Transfer of transferable interest
§ 21-142 Charging order
§ 21-143 Power of personal representative ofdeceased member
§ 21-144 Member’s power to dissociate; wrongfuldissociation
§ 21-145 Events causing dissociation
§ 21-146 Effect of person’s dissociation asmember
§ 21-147 Events causing dissolution; rescission; procedure
§ 21-148 Winding up
§ 21-149 Known claims against dissolved limitedliability company
§ 21-150 Other claims against dissolved limitedliability company
§ 21-151 Administrative dissolution
§ 21-152 Reinstatement following administrative dissolution
§ 21-153 Appeal from rejection of reinstatement
§ 21-154 Distribution of assets in windingup limited liability company’s activities
§ 21-155 Governing law
§ 21-156 Application for certificate of authority
§ 21-157 Activities not constituting transactingbusiness
§ 21-158 Filing of certificate of authority
§ 21-159 Noncomplying name of foreign limitedliability company
§ 21-160 Revocation of certificate of authority
§ 21-161 Cancellation of certificate of authority
§ 21-162 Effect of failure to have certificateof authority
§ 21-163 Action by Attorney General
§ 21-164 Direct action by member
§ 21-165 Derivative action
§ 21-166 Proper plaintiff
§ 21-167 Complaint
§ 21-168 Special litigation committee
§ 21-169 Proceeds and expenses
§ 21-170 Terms, defined
§ 21-171 Merger
§ 21-172 Action on plan of merger by constituentlimited liability company
§ 21-173 Filings required for merger; effectivedate
§ 21-174 Effect of merger
§ 21-175 Conversion
§ 21-176 Action on plan of conversion by convertinglimited liability company
§ 21-177 Filings required for conversion; effectivedate
§ 21-178 Effect of conversion
§ 21-179 Domestication
§ 21-180 Action on plan of domestication bydomesticating limited liability company
§ 21-181 Filings required for domestication;effective date
§ 21-182 Effect of domestication
§ 21-183 Restrictions on approval of mergers,conversions, and domestications
§ 21-184 Sections not exclusive
§ 21-185 Professional service; filing required; certificate of registration; contents
§ 21-186 Certificate of registration; application; contents; display; electronic records; use; license verification; Secretary of State; duties
§ 21-187 Certificate of registration; expiration;annual application
§ 21-188 Certificate of registration; suspension or revocation; procedure; notice
§ 21-189 Authority and duty of regulatory bodylicensing professionals
§ 21-190 Professional service; limitation
§ 21-191 Applicability to attorneys at law
§ 21-192 Fees
§ 21-193 Notice; publication required; filing
§ 21-194 Uniformity of application and construction
§ 21-195 Relation to Electronic Signaturesin Global and National Commerce Act
§ 21-196 Effect on certain actions, proceedings,and rights
§ 21-197 Application to existing relationships

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Terms Used In Nebraska Statutes > Nebraska Uniform Limited Liability Company Act

  • Acquire: when used in connection with a grant of power or property right to any person shall include the purchase, grant, gift, devise, bequest, and obtaining by eminent domain. See Nebraska Statutes 49-801
  • Action: shall include any proceeding in any court of this state. See Nebraska Statutes 49-801
  • Action shall: include any proceeding in any court of this state. See Nebraska Statutes 49-801
  • Adjourn: A motion to adjourn a legislative chamber or a committee, if passed, ends that day's session.
  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Appeal: A request made after a trial, asking another court (usually the court of appeals) to decide whether the trial was conducted properly. To make such a request is "to appeal" or "to take an appeal." One who appeals is called the appellant.
  • Appropriation: The provision of funds, through an annual appropriations act or a permanent law, for federal agencies to make payments out of the Treasury for specified purposes. The formal federal spending process consists of two sequential steps: authorization
  • Arrest: Taking physical custody of a person by lawful authority.
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Attorney: shall mean attorney at law. See Nebraska Statutes 49-801
  • Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
  • Bequest: Property gifted by will.
  • Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
  • Company: shall include any corporation, partnership, limited liability company, joint-stock company, joint venture, or association. 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
  • Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
  • Continuance: Putting off of a hearing ot trial until a later time.
  • Contract: A legal written agreement that becomes binding when signed.
  • Conviction: A judgement of guilt against a criminal defendant.
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
  • Decedent: A deceased person.
  • Deed: The legal instrument used to transfer title in real property from one person to another.
  • Devise: To gift property by will.
  • Discovery: Lawyers' examination, before trial, of facts and documents in possession of the opponents to help the lawyers prepare for trial.
  • Domestic: when applied to corporations shall mean all those created by authority of this state. See Nebraska Statutes 49-801
  • Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
  • Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
  • Ex officio: Literally, by virtue of one's office.
  • Fair market value: The price at which an asset would change hands in a transaction between a willing, informed buyer and a willing, informed seller.
  • Federal Deposit Insurance Corporation: A government corporation that insures the deposits of all national and state banks that are members of the Federal Reserve System. Source: OCC
  • Fiduciary: A trustee, executor, or administrator.
  • Fiscal year: The fiscal year is the accounting period for the government. For the federal government, this begins on October 1 and ends on September 30. The fiscal year is designated by the calendar year in which it ends; for example, fiscal year 2006 begins on October 1, 2005 and ends on September 30, 2006.
  • Foreclosure: A legal process in which property that is collateral or security for a loan may be sold to help repay the loan when the loan is in default. Source: OCC
  • Foreign: when applied to corporations shall include all those created by authority other than that of this state. See Nebraska Statutes 49-801
  • Fraud: Intentional deception resulting in injury to another.
  • Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
  • Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
  • Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. Source: FDIC
  • Injunction: An order of the court prohibiting (or compelling) the performance of a specific act to prevent irreparable damage or injury.
  • Intangible property: Property that has no intrinsic value, but is merely the evidence of value such as stock certificates, bonds, and promissory notes.
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Lien: A claim against real or personal property in satisfaction of a debt.
  • Litigation: A case, controversy, or lawsuit. Participants (plaintiffs and defendants) in lawsuits are called litigants.
  • Month: shall mean calendar month. See Nebraska Statutes 49-801
  • Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
  • Oath: shall include affirmation in all cases in which an affirmation may be substituted for an oath. See Nebraska Statutes 49-801
  • Oath: A promise to tell the truth.
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • Person: shall include bodies politic and corporate, societies, communities, the public generally, individuals, partnerships, limited liability companies, joint-stock companies, and associations. See Nebraska Statutes 49-801
  • Person shall: include bodies politic and corporate, societies, communities, the public generally, individuals, partnerships, limited liability companies, joint-stock companies, and associations. See Nebraska Statutes 49-801
  • Personal property: All property that is not real property.
  • Plaintiff: The person who files the complaint in a civil lawsuit.
  • Precedent: A court decision in an earlier case with facts and law similar to a dispute currently before a court. Precedent will ordinarily govern the decision of a later similar case, unless a party can show that it was wrongly decided or that it differed in some significant way.
  • Process: shall mean a summons, subpoena, or notice to appear issued out of a court in the course of judicial proceedings. See Nebraska Statutes 49-801
  • Prosecute: To charge someone with a crime. A prosecutor tries a criminal case on behalf of the government.
  • Quorum: The number of legislators that must be present to do business.
  • Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
  • Remainder: An interest in property that takes effect in the future at a specified time or after the occurrence of some event, such as the death of a life tenant.
  • Rescission: The cancellation of budget authority previously provided by Congress. The Impoundment Control Act of 1974 specifies that the President may propose to Congress that funds be rescinded. If both Houses have not approved a rescission proposal (by passing legislation) within 45 days of continuous session, any funds being withheld must be made available for obligation.
  • Service of process: The service of writs or summonses to the appropriate party.
  • Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
  • 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
  • Statute: A law passed by a legislature.
  • Temporary restraining order: Prohibits a person from an action that is likely to cause irreparable harm. This differs from an injunction in that it may be granted immediately, without notice to the opposing party, and without a hearing. It is intended to last only until a hearing can be held.
  • Tort: A civil wrong or breach of a duty to another person, as outlined by law. A very common tort is negligent operation of a motor vehicle that results in property damage and personal injury in an automobile accident.
  • Transcript: A written, word-for-word record of what was said, either in a proceeding such as a trial or during some other conversation, as in a transcript of a hearing or oral deposition.
  • Trustee: A person or institution holding and administering property in trust.
  • United States: shall include territories, outlying possessions, and the District of Columbia. See Nebraska Statutes 49-801
  • Violate: shall include failure to comply with. See Nebraska Statutes 49-801
  • Year: shall mean calendar year. See Nebraska Statutes 49-801