State Codes and Statutes

State Codes and Statutes

Statutes > Nebraska > Chapter21 > 21-2644

21-2644. Foreign limited liability company; activities not considered transacting business in this state.(1) Without excluding activities which do not constitute transacting business in this state, a foreign limited liability company shall not be considered to be transacting business in this state, for the purpose of being required to secure a certificate of authority pursuant to section 21-2638, by reason of carrying on in this state any one or more of the following activities:(a) Maintaining or defending any action or suit or any administrative or arbitration proceeding or effecting the settlement thereof or the settlement of claims or disputes;(b) Holding meetings of its directors or members or carrying on other activities concerning its internal affairs;(c) Maintaining bank accounts;(d) Maintaining offices or agencies for the transfer, exchange, and registration of its securities or appointing and maintaining trustees or depositaries with relation to its securities;(e) Effecting sales through independent contractors;(f) Soliciting or procuring orders, whether by mail or through employees or agents or otherwise, when such orders require acceptance without this state before becoming binding contracts;(g) Creating, as a borrower or lender, or acquiring indebtedness, mortgages, or other security interests in real or personal property;(h) Securing, collecting, or servicing debts or enforcing any rights in property securing the same;(i) Transacting any business in interstate commerce; or(j) Conducting an isolated transaction completed within a period of thirty days and not in the course of a number of repeated transactions of like nature.(2) A foreign limited liability company shall not be considered to be transacting business solely because it:(a) Owns a controlling interest in a corporation or a foreign corporation that transacts business;(b) Is a limited partner of a limited partnership or foreign limited partnership that is transacting business; or(c) Is a member or manager of a limited liability company or foreign limited liability company that is transacting business.(3) The specification of activities which do not constitute transacting business for purposes of the Limited Liability Company Act shall establish a standard for those activities in determining whether a foreign limited liability company is exercising its franchise or doing business in this state in a business capacity except for activities which may subject a limited liability company to service of process or to property taxes assessed against any property or interest therein. SourceLaws 1993, LB 121, § 44. Termination Date: January 1, 2013