State of the Nonprofit Regulatory Environment in NEBRASKA
1 Bifurcation of charitable regulatory body
Bifurcated Regulatory Structure
Regulatory Action: REQUIREMENT
A regulation is NOT defined in the state
BIFURCD-BIFURC-NS
REGULATORY BODY: Not Specific
NOTES: Charitable Orgs Not Required to Register
Registration Office
Regulatory Action: REQUIREMENT
A regulation is NOT defined in the state
BIFURCD-REGIOF-NS
REGULATORY BODY: Not Specific
2 Notice, Filing or Review of Transactions
Sale of Assets
Regulatory Action: REQUIREMENT
YES: A regulation is defined in the state
NE Code § 21-19 ;; 21-19-126
REGULATORY BODY: Attorney General
STATUTE TEXT: (a) A corporation may sell, lease, exchange, or otherwise dispose of all or substantially all of its property (with or without the goodwill) other than in the usual and regular course of its activities on the terms and conditions and for the consideration determined by the corporationis board if the proposed transaction is authorized by subsection (b) of this section. Terms Used In Nebraska Statutes 21-19,126Action: shall include any proceeding in any court of this state. See Nebraska Statutes 49-801Amendment: 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.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 49-801Corporation: 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.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: OCCPerson: shall include bodies politic and corporate, societies, communities, the public generally, individuals, partnerships, limited liability companies, joint-stock companies, and associations. See Nebraska Statutes 49-801State: 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) Unless the Nebraska Nonprofit Corporation Act, the articles, or bylaws or the board of directors or members (acting pursuant to subsection (d) of this section) require a greater vote or voting by class, the proposed transaction to be authorized must be approved: (1) By the board; (2) By the members by two-thirds of the votes cast or a majority of the voting power, whichever is less; and (3) In writing by any person or persons whose approval is required by a provision of the articles authorized by section 21-19,116 for an amendment to the articles or bylaws. (c) If the corporation does not have members the transaction must be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition the corporation shall provide notice of any directorsi meeting at which such approval is to be obtained in accordance with subsection (c) of section 21-1982 . The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange, or other disposition of all or substantially all of the property or assets of the corporation and contain or be accompanied by a copy or summary of a description of the transaction. (d) The board may condition its submission of the proposed transaction and the members may condition their approval of the transaction on receipt of a higher percentage of affirmative votes or on any other basis. (e) If the corporation seeks to have the transaction approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with section 21-1955 . The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange, or other disposition of all or substantially all of the property or assets of the corporation and contain or be accompanied by a copy or summary of a description of the transaction. (f) If the board needs to have the transaction approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of a description of the transaction. (g) A public benefit or religious corporation must give written notice to the Attorney General twenty days before it sells, leases, exchanges, or otherwise disposes of all or substantially all of its property if the transaction is not in the usual and regular course of its activities unless the Attorney General has given the corporation a written waiver of this subsection. (h) After a sale, lease, exchange, or other disposition of property is authorized, the transaction may be abandoned (subject to any contractual rights) without further action by the members or any other person who approved the transaction in accordance with the procedure set forth in the resolution proposing the transaction or, if none is set forth, in the manner determined by the board of directors. Source Laws 1996, LB 681, ss 126.
NOTES: Neb. Rev. Stat. § 21-19,126
REPORTS-ASSETS-OT
REGULATORY BODY: Other
NOTES: No
Mergers
Regulatory Action: REQUIREMENT
YES: A regulation is defined in the state
NE Code § 21-19 ;; 21-19-119
REGULATORY BODY: Attorney General
STATUTE TEXT: (a)(1) Without the prior approval of the district court in a proceeding in which the Attorney General has been given written notice, a public benefit or religious corporation may merge only with: Terms Used In Nebraska Statutes 21-19,119Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.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 49-801Corporation: 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.Domestic: when applied to corporations shall mean all those created by authority of this state. See Nebraska Statutes 49-801Fair market value: The price at which an asset would change hands in a transaction between a willing, informed buyer and a willing, informed seller.Foreign: when applied to corporations shall include all those created by authority other than that of this state. See Nebraska Statutes 49-801Person: shall include bodies politic and corporate, societies, communities, the public generally, individuals, partnerships, limited liability companies, joint-stock companies, and associations. See Nebraska Statutes 49-801State: 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 49-801Venue: The geographical location in which a case is tried. (i) A public benefit or religious corporation; (ii) A foreign corporation that would qualify under the Nebraska Nonprofit Corporation Act as a public benefit or religious corporation; (iii) A wholly-owned foreign or domestic business or mutual benefit corporation, provided the public benefit or religious corporation is the surviving corporation and continues to be a public benefit or religious corporation after the merger; or (iv) A business or mutual benefit corporation, if: (A) On or prior to the effective date of the merger, assets with a value equal to the greater of the fair market value of the net tangible and intangible assets (including goodwill) of the public benefit corporation or the fair market value of the public benefit corporation if it were to be operated as a business concern, are transferred or conveyed to one or more persons who would have received its assets under subdivisions (a)(5) and (6) of section 21-19,134 had it dissolved; (B) it shall return, transfer, or convey any assets held by it upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the merger, in accordance with such condition; and (C) the merger is approved by a majority of directors of the public benefit or religious corporation who are not and will not become members or shareholders in or officers, employees, agents, or consultants of the surviving corporation. (2) An application for prior approval of a merger for which prior approval is required by this subsection shall be made jointly by all corporations planning to merge and shall set forth by affidavit; (i) The plan of merger; (ii) If approval by the members was not required, a statement to that effect and a statement that the plan was approved by a sufficient vote of the board of directors; (iii) If approval by members was required; (A) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the plan, and the number of votes of each class indisputably voting on the plan; and (B) Either the total number of votes cast for and against the plan by each class entitled to vote separately on the plan or the total number of undisputed votes cast for the plan by each class and a statement that the number cast for the plan by each class was sufficient for approval by that class; and (iv) If approval of the plan by some person or persons other than the members or the board is required pursuant to subdivision (a)(3) of section 21-19,120 , a statement that the approval was obtained. (3) Upon the filing of the application, the district court shall fix a time for hearing thereon and shall direct that written notice thereof be given to the Attorney General. If it shall appear to the satisfaction of the district court that the provisions of this subsection have been complied with and the interests of the corporations planning to merge and the public interest will not be adversely affected by the merger, the district court shall issue an order approving the merger upon such terms and conditions as it may prescribe. (b) At least twenty days before consummation of any merger of a public benefit corporation or a religious corporation pursuant to subdivision (a)(1)(iv) of this section, notice, including a copy of the proposed plan of merger, must be delivered to the Attorney General. (c) Without the prior written consent of the Attorney General or of the district court in a proceeding in which the Attorney General has been given notice, no member of a public benefit or religious corporation may receive or keep anything as a result of a merger other than a membership or membership in the surviving public benefit or religious corporation. If it shall appear to the satisfaction of the district court that the interests of the corporations planning to merge and the public interest will not be adversely affected by the transaction, the district court shall issue an order approving the transaction upon such terms and conditions as it may prescribe. (d) Venue for a proceeding to obtain prior approval of a merger for which prior approval is required by subsection (a) of this section and for a proceeding to obtain prior written consent of a transaction for which prior written consent is required by subsection (c) of this section lies in the district court in the county where the surviving corporationis principal office, or, if none in this state, its registered office, is located or where one of the corporations planning to merge is located. Source Laws 1996, LB 681, ss 119; Laws 1997, LB 121, ss 1.
NOTES: Rel. Org and Public Benefits Corps. Neb. Rev. St § 21-19,119
NE Code § 21-19 ;; 21-19-121
REGULATORY BODY: Other
STATUTE TEXT: After a plan of merger is approved by the board of directors, and if required by section 21-19,119 or 21-19,120 , by the district court or the members and any other persons, the surviving corporation shall deliver to the Secretary of State articles of merger setting forth: Terms Used In Nebraska Statutes 21-19,121Corporation: 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.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 49-801State: 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 (1) The plan of merger; (2) If approval by the members was not required, a statement to that effect and a statement that the plan was approved by a sufficient vote of the board of directors; (3) If approval by members was required: (i) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the plan, and number of votes of each class indisputably voting on the plan; and (ii) Either the total number of votes cast for and against the plan by each class entitled to vote separately on the plan or the total number of undisputed votes cast for the plan by each class and a statement that the number cast for the plan by each class was sufficient for approval by that class; (4) If approval of the plan by some person or persons other than the members or the board is required pursuant to subdivision (a)(3) of section 21-19,120 , a statement that the approval was obtained; and (5) If prior approval of the district court is required pursuant to section 21-19,119 , a certified copy of the order of the district court. Source Laws 1996, LB 681, ss 121; Laws 1997, LB 121, ss 2.
NOTES: File with Sec. of State NE ST § 21-19,121; Court Approval Rel. Org and Pub. Benefit Corp Neb.Rev.St. § 21-19,119
NE Code § 21-19 ;; 21-19-119
REGULATORY BODY: Other
STATUTE TEXT: (a)(1) Without the prior approval of the district court in a proceeding in which the Attorney General has been given written notice, a public benefit or religious corporation may merge only with: Terms Used In Nebraska Statutes 21-19,119Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.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 49-801Corporation: 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.Domestic: when applied to corporations shall mean all those created by authority of this state. See Nebraska Statutes 49-801Fair market value: The price at which an asset would change hands in a transaction between a willing, informed buyer and a willing, informed seller.Foreign: when applied to corporations shall include all those created by authority other than that of this state. See Nebraska Statutes 49-801Person: shall include bodies politic and corporate, societies, communities, the public generally, individuals, partnerships, limited liability companies, joint-stock companies, and associations. See Nebraska Statutes 49-801State: 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 49-801Venue: The geographical location in which a case is tried. (i) A public benefit or religious corporation; (ii) A foreign corporation that would qualify under the Nebraska Nonprofit Corporation Act as a public benefit or religious corporation; (iii) A wholly-owned foreign or domestic business or mutual benefit corporation, provided the public benefit or religious corporation is the surviving corporation and continues to be a public benefit or religious corporation after the merger; or (iv) A business or mutual benefit corporation, if: (A) On or prior to the effective date of the merger, assets with a value equal to the greater of the fair market value of the net tangible and intangible assets (including goodwill) of the public benefit corporation or the fair market value of the public benefit corporation if it were to be operated as a business concern, are transferred or conveyed to one or more persons who would have received its assets under subdivisions (a)(5) and (6) of section 21-19,134 had it dissolved; (B) it shall return, transfer, or convey any assets held by it upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the merger, in accordance with such condition; and (C) the merger is approved by a majority of directors of the public benefit or religious corporation who are not and will not become members or shareholders in or officers, employees, agents, or consultants of the surviving corporation. (2) An application for prior approval of a merger for which prior approval is required by this subsection shall be made jointly by all corporations planning to merge and shall set forth by affidavit; (i) The plan of merger; (ii) If approval by the members was not required, a statement to that effect and a statement that the plan was approved by a sufficient vote of the board of directors; (iii) If approval by members was required; (A) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the plan, and the number of votes of each class indisputably voting on the plan; and (B) Either the total number of votes cast for and against the plan by each class entitled to vote separately on the plan or the total number of undisputed votes cast for the plan by each class and a statement that the number cast for the plan by each class was sufficient for approval by that class; and (iv) If approval of the plan by some person or persons other than the members or the board is required pursuant to subdivision (a)(3) of section 21-19,120 , a statement that the approval was obtained. (3) Upon the filing of the application, the district court shall fix a time for hearing thereon and shall direct that written notice thereof be given to the Attorney General. If it shall appear to the satisfaction of the district court that the provisions of this subsection have been complied with and the interests of the corporations planning to merge and the public interest will not be adversely affected by the merger, the district court shall issue an order approving the merger upon such terms and conditions as it may prescribe. (b) At least twenty days before consummation of any merger of a public benefit corporation or a religious corporation pursuant to subdivision (a)(1)(iv) of this section, notice, including a copy of the proposed plan of merger, must be delivered to the Attorney General. (c) Without the prior written consent of the Attorney General or of the district court in a proceeding in which the Attorney General has been given notice, no member of a public benefit or religious corporation may receive or keep anything as a result of a merger other than a membership or membership in the surviving public benefit or religious corporation. If it shall appear to the satisfaction of the district court that the interests of the corporations planning to merge and the public interest will not be adversely affected by the transaction, the district court shall issue an order approving the transaction upon such terms and conditions as it may prescribe. (d) Venue for a proceeding to obtain prior approval of a merger for which prior approval is required by subsection (a) of this section and for a proceeding to obtain prior written consent of a transaction for which prior written consent is required by subsection (c) of this section lies in the district court in the county where the surviving corporationis principal office, or, if none in this state, its registered office, is located or where one of the corporations planning to merge is located. Source Laws 1996, LB 681, ss 119; Laws 1997, LB 121, ss 1.
NOTES: File with Sec. of State NE ST § 21-19,121; Court Approval Rel. Org and Pub. Benefit Corp Neb.Rev.St. § 21-19,119
Certificate of Amendments
Regulatory Action: REQUIREMENT
A regulation is NOT defined in the state
REPORTS-AMMEND-AG
REGULATORY BODY: Attorney General
NOTES: No
NE Code § 21-19 ;; 21-19-109
REGULATORY BODY: Other
STATUTE TEXT: A corporation amending its articles shall deliver to the Secretary of State articles of amendment setting forth: Terms Used In Nebraska Statutes 21-19,109Amendment: 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.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.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 49-801State: 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 (1) The name of the corporation; (2) The text of each amendment adopted; (3) The date of each amendmentis adoption; (4) If approval of members was not required, a statement to that effect and a statement that the amendment was approved by a sufficient vote of the board of directors or incorporators; (5) If approval by members was required: (i) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the amendment, and number of votes of each class indisputably voting on the amendment; and (ii) Either the total number of votes cast for and against the amendment by each class entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each class and a statement that the number cast for the amendment by each class was sufficient for approval by that class; and (6) If approval of the amendment by some person or persons other than the members, the board, or the incorporators is required pursuant to section 21-19,116 , a statement that the approval was obtained. Source Laws 1996, LB 681, ss 109.
NOTES: Sec. of State [Neb.Rev.St. § 21-19,109]
Does the state require annual financial reporting by charitable organizations in addition to filing a copy of the 990 with the regulator (if filing 990 is required)?
Regulatory Action: REQUIREMENT
A regulation is NOT defined in the state
REPORTS-FINANC-NS
REGULATORY BODY: Not Specific
3 Notice or Action for Dissolutions
Voluntary Dissolutions
Regulatory Action: REQUIREMENT
YES: A regulation is defined in the state
NE Code § 21-19 ;; 21-19-131
REGULATORY BODY: Attorney General
STATUTE TEXT: (a) A public benefit or religious corporation shall give the Attorney General written notice that it intends to dissolve at or before the time it delivers articles of dissolution to the Secretary of State. The notice shall include a copy or summary of the plan of dissolution. Terms Used In Nebraska Statutes 21-19,131Action: shall include any proceeding in any court of this state. See Nebraska Statutes 49-801Assets: (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 49-801Corporation: 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.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 49-801Process: shall mean a summons, subpoena, or notice to appear issued out of a court in the course of judicial proceedings. See Nebraska Statutes 49-801State: 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) No assets shall be transferred or conveyed by a public benefit or religious corporation as part of the dissolution process until twenty days after it has given the written notice required by subsection (a) of this section to the Attorney General or until the Attorney General has consented in writing to the dissolution or indicated in writing that he or she will take no action with respect to the transfer or conveyance, whichever is earlier. (c) When all or substantially all of the assets of a public benefit corporation have been transferred or conveyed following approval of dissolution, the board shall deliver to the Attorney General a list showing those (other than creditors) to whom the assets were transferred or conveyed. The list shall indicate the addresses of each person (other than creditors) who received assets and indicate what assets each received. Source Laws 1996, LB 681, ss 131.
NOTES: Religious and Pub. Benefit Corps Neb.Rev.St. § 21-19,131
NE Code § 21-19 ;; 21-19-131
REGULATORY BODY: Other
STATUTE TEXT: (a) A public benefit or religious corporation shall give the Attorney General written notice that it intends to dissolve at or before the time it delivers articles of dissolution to the Secretary of State. The notice shall include a copy or summary of the plan of dissolution. Terms Used In Nebraska Statutes 21-19,131Action: shall include any proceeding in any court of this state. See Nebraska Statutes 49-801Assets: (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 49-801Corporation: 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.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 49-801Process: shall mean a summons, subpoena, or notice to appear issued out of a court in the course of judicial proceedings. See Nebraska Statutes 49-801State: 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) No assets shall be transferred or conveyed by a public benefit or religious corporation as part of the dissolution process until twenty days after it has given the written notice required by subsection (a) of this section to the Attorney General or until the Attorney General has consented in writing to the dissolution or indicated in writing that he or she will take no action with respect to the transfer or conveyance, whichever is earlier. (c) When all or substantially all of the assets of a public benefit corporation have been transferred or conveyed following approval of dissolution, the board shall deliver to the Attorney General a list showing those (other than creditors) to whom the assets were transferred or conveyed. The list shall indicate the addresses of each person (other than creditors) who received assets and indicate what assets each received. Source Laws 1996, LB 681, ss 131.
NOTES: Sec. of State Neb.Rev.St. § 21-19,131
Judicial Dissolutions
Regulatory Action: REQUIREMENT
YES: A regulation is defined in the state
NE Code § 21-19 ;; 21-19-141
REGULATORY BODY: Attorney General
STATUTE TEXT: (a) The district court may dissolve a corporation: Terms Used In Nebraska Statutes 21-19,141Assets: (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 49-801Corporation: 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.Fraud: Intentional deception resulting in injury to another.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 (1) In a proceeding by the Attorney General if it is established that: (i) The corporation obtained its articles of incorporation through fraud; (ii) The corporation has continued to exceed or abuse the authority conferred upon it by law; (iii) The corporation is a public benefit corporation and the corporate assets are being misapplied or wasted; or (iv) The corporation is a public benefit corporation and is no longer able to carry out its purposes; (2) Except as provided in the articles or bylaws of a religious corporation, in a proceeding by fifty members or members holding five percent of the voting power, whichever is less, or by a director or any person specified in the articles, if it is established that: (i) The directors are deadlocked in the management of the corporate affairs, and the members, if any, are unable to breach the deadlock; (ii) The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent; (iii) The members are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have, or would otherwise have, expired; (iv) The corporate assets are being misapplied or wasted; or (v) The corporation is a public benefit or religious corporation and is no longer able to carry out its purposes; (3) In a proceeding by a creditor if it is established that: (i) The creditoris claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or (ii) The corporation has admitted in writing that the creditoris claim is due and owing and the corporation is insolvent; or (4) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision. (b) Prior to dissolving a corporation, the district court shall consider whether: (1) There are reasonable alternatives to dissolution; (2) Dissolution is in the public interest, if the corporation is a public benefit corporation; and (3) Dissolution is the best way of protecting the interests of members if the corporation is a mutual benefit corporation. Source Laws 1996, LB 681, ss 141.
NOTES: Neb.Rev.St. § 21-19,141
NE Code § 21-19 ;; 21-19-144
REGULATORY BODY: Other
STATUTE TEXT: (a) If after a hearing the district court determines that one or more grounds for judicial dissolution described in section 21-19,141 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the district court shall deliver a certified copy of the decree to the Secretary of State, who shall file it. Terms Used In Nebraska Statutes 21-19,144Corporation: 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.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) After entering the decree of dissolution, the district court shall direct the winding up and liquidation of the corporationis affairs in accordance with section 21-19,134 and the notification of its claimants in accordance with sections 21-19,135 and 21-19,136 . Source Laws 1996, LB 681, ss 144.
NOTES: File Decree with Sec. of State Neb.Rev.St. § 21-19,144
Administrative Dissolutions
Regulatory Action: REQUIREMENT
YES: A regulation is defined in the state
NE Code § 21-19 ;; 21-19-138
REGULATORY BODY: Attorney General
STATUTE TEXT: (a) Upon determining that one or more grounds exist under section 21-19,137 for dissolving a corporation, the Secretary of State shall serve the corporation with written notice of that determination under section 21-1937 , and in the case of a public benefit corporation shall notify the Attorney General in writing. Terms Used In Nebraska Statutes 21-19,138Attorney: shall mean attorney at law. See Nebraska Statutes 49-801Corporation: 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.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) If the corporation does not, within sixty days after service of the notice is perfected under section 21-1937 , correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist, the Secretary of State may administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The Secretary of State shall file the original of the certificate and serve a copy on the corporation under section 21-1937 and in the case of a public benefit corporation shall notify the Attorney General in writing. (c) A corporation administratively dissolved continues its corporate existence but may not carry on any activities except those necessary to wind up and liquidate its affairs under section 21-19,134 and notify its claimants under sections 21-19,135 and 21-19,136 . (d) The administrative dissolution of a corporation does not terminate the authority of its registered agent. Source Laws 1996, LB 681, ss 138.
NOTES: Religious and Pub. Benefit Corps. Only - Neb.Rev.St. § 21-19,138
NE Code § 21-19 ;; 21-19-144
REGULATORY BODY: Other
STATUTE TEXT: (a) If after a hearing the district court determines that one or more grounds for judicial dissolution described in section 21-19,141 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the district court shall deliver a certified copy of the decree to the Secretary of State, who shall file it. Terms Used In Nebraska Statutes 21-19,144Corporation: 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.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) After entering the decree of dissolution, the district court shall direct the winding up and liquidation of the corporationis affairs in accordance with section 21-19,134 and the notification of its claimants in accordance with sections 21-19,135 and 21-19,136 . Source Laws 1996, LB 681, ss 144.
NOTES: Sec. of State: Neb.Rev.St. § 21-19,144
4 Notice, Oversight or Filing of Hospital Conversions
Has Statute
Regulatory Action: REQUIREMENT
YES: A regulation is defined in the state
NE Code § 71-20
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: Neb. Rev. Stat. §§ 71-20,102 - 71-20,114
Requires Notice or Oversight
Regulatory Action: REQUIREMENT
YES: A regulation is defined in the state
NE Code § 71-20
REGULATORY BODY: Attorney General
STATUTE TEXT:
NOTES: Neb. Rev. Stat. § 71-20,104
NE Code § 71-20
REGULATORY BODY: Other
STATUTE TEXT:
NOTES: Neb. Rev. Stat. § 71-20,104
Requires Filing
Regulatory Action: REQUIREMENT
YES: A regulation is defined in the state
NE Code § 71-20
REGULATORY BODY: Other
STATUTE TEXT:
NOTES: Neb. Rev. Stat. § 71-20,104
5 Audits
Requires Audit
Regulatory Action: REQUIREMENT
A regulation is NOT defined in the state
AUDITFI-AUDITS-NS
REGULATORY BODY: Not Specific
NOTES: No
Audit Threshold
Regulatory Action: REQUIREMENT
A regulation is NOT defined in the state
AUDITFI-THRESH-NS
REGULATORY BODY: Not Specific
6 Registration Law
Registration Law
Regulatory Action: EXEMPTION
A regulation is NOT defined in the state
REGILAW-REGIST-NS
REGULATORY BODY: Not Specific
NOTES: NONE
7 Exemptions from Registering for Specific Organization Types
Religious Organizations
Regulatory Action: EXEMPTION
A regulation is NOT defined in the state
ORGTYPE-RELIGI-NS
REGULATORY BODY: Not Specific
Small organizations
Regulatory Action: EXEMPTION
A regulation is NOT defined in the state
ORGTYPE-SMALLO-NS
REGULATORY BODY: Not Specific
Educational Institutions
Regulatory Action: EXEMPTION
A regulation is NOT defined in the state
ORGTYPE-EDUCAT-NS
REGULATORY BODY: Not Specific
Governmental Organizations
Regulatory Action: EXEMPTION
A regulation is NOT defined in the state
ORGTYPE-GOVMNT-NS
REGULATORY BODY: Not Specific
Hospitals
Regulatory Action: EXEMPTION
A regulation is NOT defined in the state
ORGTYPE-HOSPIT-NS
REGULATORY BODY: Not Specific
Veterans organizations
Regulatory Action: EXEMPTION
A regulation is NOT defined in the state
ORGTYPE-VETERA-NS
REGULATORY BODY: Not Specific
Foundations
Regulatory Action: EXEMPTION
A regulation is NOT defined in the state
ORGTYPE-FNDYES-NS
REGULATORY BODY: Not Specific
Foundations that don’t solicit contributions
Regulatory Action: EXEMPTION
A regulation is NOT defined in the state
ORGTYPE-FNDNOS-NS
REGULATORY BODY: Not Specific
Charitable Trusts
Regulatory Action: EXEMPTION
A regulation is NOT defined in the state
ORGTYPE-CTRUST-NS
REGULATORY BODY: Not Specific
Parent-Teacher Organizations
Regulatory Action: EXEMPTION
A regulation is NOT defined in the state
ORGTYPE-PTOEDU-NS
REGULATORY BODY: Not Specific
Reports to congress
Regulatory Action: EXEMPTION
A regulation is NOT defined in the state
ORGTYPE-CONGRE-NS
REGULATORY BODY: Not Specific
Non-soliciting
Regulatory Action: EXEMPTION
A regulation is NOT defined in the state
ORGTYPE-NONSOL-NS
REGULATORY BODY: Not Specific
Fraternal/ Membership
Regulatory Action: EXEMPTION
A regulation is NOT defined in the state
ORGTYPE-MEMFRA-NS
REGULATORY BODY: Not Specific
Political Orgs
Regulatory Action: EXEMPTION
A regulation is NOT defined in the state
ORGTYPE-POLITI-NS
REGULATORY BODY: Not Specific
Other
Regulatory Action: EXEMPTION
A regulation is NOT defined in the state
ORGTYPE-OTHTYP-NS
REGULATORY BODY: Not Specific
8 Defined remedies
Dissolution
Regulatory Action: REMEDY
YES: A regulation is defined in the state
NE Code § 21-19 ;; 21-19-141
REGULATORY BODY: Not Specific
STATUTE TEXT: (a) The district court may dissolve a corporation: Terms Used In Nebraska Statutes 21-19,141Assets: (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 49-801Corporation: 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.Fraud: Intentional deception resulting in injury to another.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 (1) In a proceeding by the Attorney General if it is established that: (i) The corporation obtained its articles of incorporation through fraud; (ii) The corporation has continued to exceed or abuse the authority conferred upon it by law; (iii) The corporation is a public benefit corporation and the corporate assets are being misapplied or wasted; or (iv) The corporation is a public benefit corporation and is no longer able to carry out its purposes; (2) Except as provided in the articles or bylaws of a religious corporation, in a proceeding by fifty members or members holding five percent of the voting power, whichever is less, or by a director or any person specified in the articles, if it is established that: (i) The directors are deadlocked in the management of the corporate affairs, and the members, if any, are unable to breach the deadlock; (ii) The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent; (iii) The members are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have, or would otherwise have, expired; (iv) The corporate assets are being misapplied or wasted; or (v) The corporation is a public benefit or religious corporation and is no longer able to carry out its purposes; (3) In a proceeding by a creditor if it is established that: (i) The creditoris claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or (ii) The corporation has admitted in writing that the creditoris claim is due and owing and the corporation is insolvent; or (4) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision. (b) Prior to dissolving a corporation, the district court shall consider whether: (1) There are reasonable alternatives to dissolution; (2) Dissolution is in the public interest, if the corporation is a public benefit corporation; and (3) Dissolution is the best way of protecting the interests of members if the corporation is a mutual benefit corporation. Source Laws 1996, LB 681, ss 141.
NOTES: Neb.Rev.St. § 21-19,141
Removal of Board Members
Regulatory Action: REMEDY
YES: A regulation is defined in the state
NE Code § 21-1977
REGULATORY BODY: Not Specific
STATUTE TEXT: (a) The district court of the county where a corporationes principal office (or, if none in this state, its registered office) is located may remove any director of the corporation from office in a proceeding commenced either by the corporation, its members holding at least ten percent of the voting power of any class, or the Attorney General in the case of a public benefit corporation, if it finds that (1)(i) the director engaged in fraudulent or dishonest conduct, (ii) the director engaged in a gross abuse of authority or discretion, with respect to the corporation, or (iii) a final judgment has been entered finding that the director has violated a duty set forth in sections 21-1986 to 21-1989 and (2) removal is in the best interest of the corporation. Terms Used In Nebraska Statutes 21-1977Attorney: shall mean attorney at law. See Nebraska Statutes 49-801Corporation: 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.Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.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 district court may bar the removed director from serving on the board for a period prescribed by the court. (c) If members or the Attorney General commence a proceeding under subsection (a) of this section the corporation shall be made a party defendant. (d) If a public benefit corporation or its members commence a proceeding under subsection (a) of this section, they shall give the Attorney General written notice of the proceeding. (e) The articles or bylaws of a religious corporation may limit or prohibit the application of this section. Source Laws 1996, LB 681, ss 77.
NOTES: Neb. Rev. Stat. § 21-1977
9 Oversight of professional fundraisers
Does the state require registration by commercial fundraisers?
Regulatory Action: REQUIREMENT
A regulation is NOT defined in the state
FNDRAZE-COMREG-NS
REGULATORY BODY: Not Specific
Does the state require registration by fundraising counsel?
Regulatory Action: REQUIREMENT
A regulation is NOT defined in the state
FNDRAZE-COUNSL-NS
REGULATORY BODY: Not Specific
Does the state oversee commercial-coventuring (e.g. by requiring that the co-venture be registered or by requiring that the charitable organization files the co-venture contract)?
Regulatory Action: REQUIREMENT
A regulation is NOT defined in the state
FNDRAZE-VENTUR-NS
REGULATORY BODY: Not Specific
Does the state require the fundraisers to provide notice to the regulator before any solicitation campaign (in addition to annual registration and/or filing the contract)?
Regulatory Action: REQUIREMENT
A regulation is NOT defined in the state
FNDRAZE-NOTICE-NS
REGULATORY BODY: Not Specific
Does the state require specified disclosures to donors?
Regulatory Action: REQUIREMENT
A regulation is NOT defined in the state
FNDRAZE-DDONOR-NS
REGULATORY BODY: Not Specific
Does the state require a copy of any contract between a charitable organization and a commercial fundraiser or fundraising counsel be filed with the regulator?
Regulatory Action: REQUIREMENT
A regulation is NOT defined in the state
FNDRAZE-CNTRCT-NS
REGULATORY BODY: Not Specific
Does the state require annual financial reporting by commercial fundraisers?
Regulatory Action: REQUIREMENT
A regulation is NOT defined in the state
FNDRAZE-ANNUAL-NS
REGULATORY BODY: Not Specific
Does the state require bonding of professional fundraisers?
Regulatory Action: REQUIREMENT
A regulation is NOT defined in the state
FNDRAZE-BONDNG-NS
REGULATORY BODY: Not Specific