Nebraska State Statute Code

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Section 21-2017

Incorporators.

One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the Secretary of State for filing.

Section 21-2022

Bylaws.

  1. The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.
  2. The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation.

Section 21-2035

Authorized shares.

  1. The articles of incorporation shall prescribe the classes of shares and the number of shares of each class that the corporation is authorized to issue. If more than one class of shares is authorized, the articles of incorporation shall prescribe a distinguishing designation for each class, and prior to the issuance of shares of a class the preferences, limitations, and relative rights of that class shall be described in the articles of incorporation. All shares of a class shall have preferences, limitations, and relative rights identical with those of other shares of the same class except to the extent otherwise permitted by section 21-2036.
  2. The articles of incorporation shall authorize (a) one or more classes of shares that together have unlimited voting rights and (b) one or more classes of shares, which may be the same class or classes as those with voting rights, that together are entitled to receive the net assets of the corporation upon dissolution.
  3. The articles of incorporation may authorize one or more classes of shares that:
    1. Have special, conditional, or limited voting rights, or no right to vote, except to the extent prohibited by the Business Corporation Act;
    2. Are redeemable or convertible as specified in the articles of incorporation (i) at the option of the corporation, the shareholder, or another person or upon the occurrence of a designated event, (ii) for cash, indebtedness, securities, or other property, or (iii) in a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events;
    3. Entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative, or partially cumulative; or
    4. Have preference over any other class of shares with respect to distributions, including dividends and distributions upon the dissolution of the corporation.
  4. The description of the designations, preferences, limitations, and relative rights of share classes in subsection (3) of this section shall not be exhaustive.

    5. Section 21-2041

    Liability of shareholders.

    1. A purchaser from a corporation of its own shares shall not be liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued pursuant to section 21-2040 or specified in the subscription agreement pursuant to section 21-2039.
    2. Unless otherwise provided in the articles of incorporation, a shareholder of a corporation shall not be personally liable for the acts or debts of the corporation, except that he or she may become personally liable by reason of his or her own acts or conduct.

    Section 21-2078

    Board of directors; duties.

    1. Except as provided in section 21-2069, each corporation shall have a board of directors.
    2. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, its board of directors, subject to any limitation set forth in the articles of incorporation or in an agreement authorized under section 21-2069.

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    Section 21-2605

    Formation.

    One or more persons may form a limited liability company by executing and delivering articles of organization in duplicate to the Secretary of State.