21-101 – Act, how cited.
21-101. Act, how cited. (RULLCA 101) Sections 21-101 to 21-197 and 21-501 to 21-542 shall be known and may be cited as the Nebraska Uniform Limited Liability Company Act. Source Laws 2010, LB888, § 1; Laws 2018, LB1121, § 1.
21-102 – Terms, defined.
21-102. Terms, defined. (RULLCA 102) In the Nebraska Uniform Limited Liability Company Act: (1) Certificate of organization means the certificate required by section 21-117. The term includes the certificate as amended or restated. (2) Certificate of registration means either a document prepared and issued by a regulatory body or the electronic accessing of the regulatory […]
21-103 – Knowledge; notice.
21-103. Knowledge; notice. (RULLCA 103) (a) A person knows a fact when the person: (1) has actual knowledge of it; or (2) is deemed to know it under subdivision (d)(1) of this section or law other than the Nebraska Uniform Limited Liability Company Act. (b) A person has notice of a fact when the person: […]
21-104 – Nature, purpose and duration of limited liability company; classification for tax purposes.
21-104. Nature, purpose and duration of limited liability company; classification for tax purposes. (RULLCA 104) (a) A limited liability company is an entity distinct from its members. (b) A limited liability company may have any lawful purpose, except that a limited liability company may not operate as an insurer as defined in section 44-103. (c) […]
21-105 – Powers.
21-105. Powers. (RULLCA 105) A limited liability company has the capacity to sue and be sued in its own name and the power to do all things necessary or convenient to carry on its activities, including the power to render a professional service within or without this state. Source Laws 2010, LB888, § 5.
21-106 – Governing law.
21-106. Governing law. (RULLCA 106) The law of this state governs: (1) the internal affairs of a limited liability company; and (2) the liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of a limited liability company. Source Laws 2010, LB888, § 6.
21-107 – Supplemental principles of law.
21-107. Supplemental principles of law. (RULLCA 107) Unless displaced by particular provisions of the Nebraska Uniform Limited Liability Company Act, the principles of law and equity supplement the act. Source Laws 2010, LB888, § 7.
21-108 – Name.
21-108. Name. (RULLCA 108) (a) The name of a limited liability company must contain the words limited liability company or limited company or the abbreviation L.L.C., LLC, L.C., or LC. Limited may be abbreviated as Ltd., and company may be abbreviated as Co. (b) Unless authorized by subsection (c) of this section, the name of […]
21-109 – Reservation of name.
21-109. Reservation of name. (RULLCA 109) (a) A person may reserve the exclusive use of the name of a limited liability company, including a fictitious or assumed name for a foreign limited liability company whose name is not available, by delivering an application to the Secretary of State for filing. The application must state the […]
21-110 – Operating agreement; scope, function, and limitations.
21-110. Operating agreement; scope, function, and limitations. (RULLCA 110) (a) To the extent the operating agreement does not otherwise provide for a matter, the Nebraska Uniform Limited Liability Company Act governs the matter. (b) An operating agreement may not: (1) vary a limited liability company’s capacity under section 21-105 to sue and be sued in […]
21-1101 – Legislative grant of charter; reservation of power to change.
21-1101. Legislative grant of charter; reservation of power to change. Fontenelle Forest Association is hereby authorized to organize as a corporation not for profit under the provisions of the Nebraska Nonprofit Corporation Act. Upon so organizing, it shall have all of the powers and immunities provided for by such act and shall in all respects […]
21-111 – Operating agreement; effect on limited liability company and persons becoming members; preformation agreement.
21-111. Operating agreement; effect on limited liability company and persons becoming members; preformation agreement. (RULLCA 111) (a) A limited liability company is bound by and may enforce the operating agreement, whether or not the company has itself manifested assent to the operating agreement. (b) A person that becomes a member of a limited liability company […]
21-112 – Operating agreement; effect on third parties and relationship to records effective on behalf of limited liability company.
21-112. Operating agreement; effect on third parties and relationship to records effective on behalf of limited liability company. (RULLCA 112) (a) An operating agreement may specify that its amendment requires the approval of a person that is not a party to the operating agreement or the satisfaction of a condition. An amendment is ineffective if […]
21-113 – Office and agent for service of process.
21-113. Office and agent for service of process. (RULLCA 113) (a) A limited liability company shall designate and continuously maintain in this state: (1) an office, which need not be a place of its activity in this state; and (2) an agent for service of process. (b) A foreign limited liability company that has a […]
21-114 – Change of designated office or agent for service of process; change of address.
21-114. Change of designated office or agent for service of process; change of address. (RULLCA 114) (a) A limited liability company or foreign limited liability company may change its designated office, its agent for service of process, or the address of its agent for service of process by delivering to the Secretary of State for […]
21-115 – Resignation of agent for service of process.
21-115. Resignation of agent for service of process. (RULLCA 115) (a) To resign as an agent for service of process of a limited liability company or foreign limited liability company, the agent must deliver to the Secretary of State for filing a statement of resignation containing the company name and stating that the agent is […]
21-116 – Service of process.
21-116. Service of process. (RULLCA 116) (a) An agent for service of process appointed by a limited liability company or foreign limited liability company is an agent of the company for service of any process, notice, or demand required or permitted by law to be served on the company. (b) If a limited liability company […]
21-117 – Formation; certificate of organization and other filings.
21-117. Formation; certificate of organization and other filings. (RULLCA 201) (a) One or more persons may act as organizers to form a limited liability company by signing and delivering to the Secretary of State for filing a certificate of organization and, if applicable, a current certificate of registration as provided in sections 21-185 to 21-189. […]
21-118 – Amendment or restatement of certificate of organization.
21-118. Amendment or restatement of certificate of organization. (RULLCA 202) (a) A certificate of organization may be amended or restated at any time. (b) To amend its certificate of organization, a limited liability company must deliver to the Secretary of State for filing an amendment stating: (1) the name of the company; (2) the date […]
21-119 – Signing of records to be delivered for filing to Secretary of State.
21-119. Signing of records to be delivered for filing to Secretary of State. (RULLCA 203) (a) A record delivered to the Secretary of State for filing pursuant to the Nebraska Uniform Limited Liability Company Act must be signed as follows: (1) Except as otherwise provided in subdivisions (2) and (3) of this subsection, a record […]