State Codes and Statutes

Statutes > Nebraska > Chapter21 > 21-127

21-127. Statement of authority.(ULLCA 302) (a) A limitedliability company may deliver to the Secretary of State for filing a statementof authority. The statement:(1) must include thename of the company and the street and mailing addresses of its designatedoffice;(2)with respect to any position that exists in or with respect to the company,may state the authority, or limitations on the authority, of all persons holdingthe position to:(A)execute an instrument transferring real property held in the name of the company;or(B)enter into other transactions on behalf of, or otherwise act for or bind,the company; and(3)may state the authority, or limitations on the authority, of a specific personto:(A)execute an instrument transferring real property held in the name of the company;or(B)enter into other transactions on behalf of, or otherwise act for or bind,the company.(b)To amend or cancel a statement of authority filed by the Secretary of Stateunder subsection (a) of section 21-121, a limited liability company must deliverto the Secretary of State for filing an amendment or cancellation stating:(1) the name of the company;(2) the street and mailingaddresses of the company's designated office;(3) the caption of the statementbeing amended or canceled and the date the statement being affected becameeffective; and(4)the contents of the amendment or a declaration that the statement being affectedis canceled.(c)A statement of authority affects only the power of a person to bind a limitedliability company to persons that are not members.(d) Subject to subsection (c) ofthis section and subsection (d) of section 21-103 and except as otherwiseprovided in subsections (f), (g), and (h) of this section, a limitation onthe authority of a person or a position contained in an effective statementof authority is not by itself evidence of knowledge or notice of the limitationby any person.(e)Subject to subsection (c) of this section, a grant of authority not pertainingto transfers of real property and contained in an effective statement of authorityis conclusive in favor of a person that gives value in reliance on the grant,except to the extent that when the person gives value:(1) the person has knowledgeto the contrary;(2)the statement has been canceled or restrictively amended under subsection(b) of this section; or(3)a limitation on the grant is contained in another statement of authority thatbecame effective after the statement containing the grant became effective.(f) Subject to subsection(c) of this section, an effective statement of authority that grants authorityto transfer real property held in the name of the limited liability companyand that is recorded by certified copy in the office for recording transfersof the real property is conclusive in favor of a person that gives value inreliance on the grant without knowledge to the contrary, except to the extentthat when the person gives value:(1) the statement has been canceled or restrictivelyamended under subsection (b) of this section and a certified copy of the cancellationor restrictive amendment has been recorded in the office for recording transfersof the real property; or(2)a limitation on the grant is contained in another statement of authority thatbecame effective after the statement containing the grant became effectiveand a certified copy of the later-effective statement is recorded in the officefor recording transfers of the real property.(g) Subject to subsection (c) ofthis section, if a certified copy of an effective statement containing a limitationon the authority to transfer real property held in the name of a limited liabilitycompany is recorded in the office for recording transfers of that real property,all persons are deemed to know of the limitation.(h) Subject to subsection (i) ofthis section, an effective statement of dissolution or termination is a cancellationof any filed statement of authority for the purposes of subsection (f) ofthis section and is a limitation on authority for the purposes of subsection(g) of this section.(i)After a statement of dissolution becomes effective, a limited liability companymay deliver to the Secretary of State for filing and, if appropriate, mayrecord a statement of authority that is designated as a post-dissolution statementof authority. The statement operates as provided in subsections (f) and (g)of this section.(j)Unless earlier canceled, an effective statement of authority is canceled byoperation of law five years after the date on which the statement, or itsmost recent amendment, becomes effective. This cancellation operates withoutneed for any recording under subsection (f) or (g) of this section.(k) An effective statementof denial operates as a restrictive amendment under this section and may berecorded by certified copy for the purposes of subdivision (f)(1) of thissection. SourceLaws 2010, LB888, § 27.Operative Date: January 1, 2011