State Codes and Statutes

State Codes and Statutes

Statutes > Nebraska > Chapter21 > 21-2643

21-2643. Foreign limited liability company; transaction of business without certificate of authority; effect.No foreign limited liability company transacting business in this state without a certificate of authority shall be permitted to maintain any action, suit, or proceeding in any court of this state until such limited liability company has obtained a certificate of authority. No action, suit, or proceeding shall be maintained in any court of this state by any successor or assignee of such limited liability company on any right, claim, or demand arising out of the transaction of business by such limited liability company in this state until a certificate of authority has been obtained by the foreign limited liability company which has acquired all or substantially all of its assets. A foreign limited liability company shall not be barred solely for the reason that it is or has been carrying on one or more of the activities enumerated in section 21-2644.The failure of a foreign limited liability company to obtain a certificate of authority to transact business in this state shall not impair the validity of any contract or act of such limited liability company and shall not prevent the foreign limited liability company from defending any action, suit, or proceeding in any court of this state.A foreign limited liability company which transacts business in this state without a certificate of authority shall be liable to this state, for the years or parts thereof during which it transacted business in this state without a certificate of authority, in an amount equal to all fees and taxes which would have been imposed by the laws of this state upon the foreign limited liability company had it duly applied for and received a certificate of authority to transact business in this state as required by the Limited Liability Company Act plus all penalties imposed by the laws of this state for failure to pay such fees and taxes. The Attorney General shall bring proceedings to recover all amounts due this state under this section. SourceLaws 1993, LB 121, § 43. Termination Date: January 1, 2013