State Codes and Statutes

State Codes and Statutes

Statutes > Nebraska > Chapter21 > 21-170

21-170. Terms, defined.(ULLCA 1001) In sections 21-170 to 21-184:(1) Constituent limitedliability company means a constituent organization that is a limited liabilitycompany.(2)Constituent organization means an organization that is party to a merger.(3) Converted organizationmeans the organization into which a converting organization converts pursuantto sections 21-175 to 21-178.(4) Converting limited liability company means a convertingorganization that is a limited liability company.(5) Converting organization meansan organization that converts into another organization pursuant to section 21-175.(6)Domesticated company means the company that exists after a domesticating foreignlimited liability company or limited liability company effects a domesticationpursuant to sections 21-179 to 21-182.(7) Domesticating company means the company that effectsa domestication pursuant to sections 21-179 to 21-182.(8) Governing statutemeans the statute that governs an organization's internal affairs.(9) Organization meansa general partnership, including a limited liability partnership, limitedpartnership, including a limited liability limited partnership, limited liabilitycompany, business trust, corporation, or any other person having a governingstatute. The term includes a domestic or foreign organization.(10) Organizational documentsmeans:(A)for a domestic or foreign general partnership, its partnership agreement;(B) for a limited partnershipor foreign limited partnership, its certificate of limited partnership andpartnership agreement;(C)for a domestic or foreign limited liability company, its certificate or articlesof organization and operating agreement, or comparable records as providedin its governing statute;(D)for a business trust, its agreement of trust and declaration of trust;(E) for a domestic orforeign corporation for profit, its articles of incorporation, bylaws, andother agreements among its shareholders which are authorized by its governingstatute, or comparable records as provided in its governing statute; and(F) for any other organization,the basic records that create the organization and determine its internalgovernance and the relations among the persons that own it, have an interestin it, or are members of it.(11) Personal liability means liability for a debt,obligation, or other liability of an organization which is imposed on a personthat co-owns, has an interest in, or is a member of the organization:(A) by the governingstatute solely by reason of the person co-owning, having an interest in, orbeing a member of the organization; or(B) by the organization's organizational documentsunder a provision of the governing statute authorizing those documents tomake one or more specified persons liable for all or specified debts, obligations,or other liabilities of the organization solely by reason of the person orpersons co-owning, having an interest in, or being a member of the organization.(12) Surviving organizationmeans an organization into which one or more other organizations are mergedwhether the organization preexisted the merger or was created by the merger. SourceLaws 2010, LB888, § 70.Operative Date: January 1, 2011