§ 21-123 — Liability for inaccurate information in filed record

(RULLCA
207) (a) If a record delivered to the Secretary of State for filing under
the Nebraska Uniform Limited Liability Company Act and filed by the Secretary
of State contains inaccurate information, a person that suffers a loss by
reliance on the information may recover damages for the loss from:
(1) a person that signed
the record, or caused another to sign it on the person's behalf, and knew
the information to be inaccurate at the time the record was signed; and
(2) subject to subsection
(b) of this section, a member of a member-managed limited liability company
or the manager of a manager-managed limited liability company, if:
(A) the record was delivered
for filing on behalf of the company; and
(B) the member or manager had notice of the inaccuracy
for a reasonably sufficient time before the information was relied upon so
that, before the reliance, the member or manager reasonably could have:
(i) effected an amendment
under section 21-118 ;
(ii)
filed a petition under section 21-120 ; or
(iii) delivered to the Secretary of State for filing
a statement of change under section 21-114 or a statement of correction under
section 21-122 .
(b)
To the extent that the operating agreement of a member-managed limited liability
company expressly relieves a member of responsibility for maintaining the
accuracy of information contained in records delivered on behalf of the company
to the Secretary of State for filing under the act and imposes that responsibility
on one or more other members, the liability stated in subdivision (a)(2) of
this section applies to those other members and not to the member that the
operating agreement relieves of the responsibility.
(c) An individual who signs a record
authorized or required to be filed under the act affirms under penalty of
perjury that the information stated in the record is accurate.

Legislative History

Source: Laws 2010, LB888, § 23.