State Codes and Statutes

State Codes and Statutes

Statutes > Nebraska > Chapter21 > 21-112

21-112. Operating agreement; effect on thirdparties and relationship to records effective on behalf of limited liabilitycompany.(ULLCA112) (a) An operating agreement may specify that its amendment requires theapproval of a person that is not a party to the operating agreement or thesatisfaction of a condition. An amendment is ineffective if its adoption doesnot include the required approval or satisfy the specified condition.(b) The obligations ofa limited liability company and its members to a person in the person's capacityas a transferee or dissociated member are governed by the operating agreement.Subject only to any court order issued under subdivision (b)(2) of section 21-142 to effectuate a charging order, an amendment to the operating agreementmade after a person becomes a transferee or dissociated member is effectivewith regard to any debt, obligation, or other liability of the limited liabilitycompany or its members to the person in the person's capacity as a transfereeor dissociated member.(c)If a record that has been delivered by a limited liability company to theSecretary of State for filing and has become effective under the NebraskaUniform Limited Liability Company Act contains a provision that would be ineffectiveunder subsection (b) of section 21-110 if contained in the operating agreement,the provision is likewise ineffective in the record.(d) Subject to subsection (c) ofthis section, if a record that has been delivered by a limited liability companyto the Secretary of State for filing and has become effective under the actconflicts with a provision of the operating agreement:(1) the operating agreementprevails as to members, dissociated members, transferees, and managers; and(2) the record prevailsas to other persons to the extent they reasonably rely on the record. SourceLaws 2010, LB888, § 12.Operative Date: January 1, 2011