State Codes and Statutes

State Codes and Statutes

Statutes > Nebraska > Chapter21 > 21-182

21-182. Effect of domestication.(ULLCA 1013) (a) Whena domestication takes effect:(1) the domesticatedcompany is for all purposes the company that existed before the domestication;(2) all property ownedby the domesticating company remains vested in the domesticated company;(3) all debts, obligations,or other liabilities of the domesticating company continue as debts, obligations,or other liabilities of the domesticated company;(4) an action or proceeding pendingby or against a domesticating company may be continued as if the domesticationhad not occurred;(5)except as prohibited by other law, all of the rights, privileges, immunities,powers, and purposes of the domesticating company remain vested in the domesticatedcompany;(6)except as otherwise provided in the plan of domestication, the terms and conditionsof the plan of domestication take effect; and(7) except as otherwise agreed,the domestication does not dissolve a domesticating limited liability companyfor the purposes of sections 21-147 to 21-154.(b) A domesticated company thatis a foreign limited liability company consents to the jurisdiction of thecourts of this state to enforce any debt, obligation, or other liability owedby the domesticating company, if, before the domestication, the domesticatingcompany was subject to suit in this state on the debt, obligation, or otherliability.(c)If a limited liability company has adopted and approved a plan of domesticationunder section 21-179 providing for the company to be domesticated in a foreignjurisdiction, a statement surrendering the company's certificate of organizationmust be delivered to the Secretary of State for filing setting forth:(1) the name of the company;(2) a statement thatthe certificate of organization is being surrendered in connection with thedomestication of the company in a foreign jurisdiction;(3) a statement thatthe domestication was approved as required by the Nebraska Uniform LimitedLiability Company Act; and(4) the jurisdiction of formation of the domesticatedforeign limited liability company. SourceLaws 2010, LB888, § 82.Operative Date: January 1, 2011