§ 21-155 — Governing law

Nebraska § 21-155

• Jurisdiction: Nebraska
• Ch. 21: Corporations and Other Companies

Text

(RULLCA 801) (a) The law of the state or
other jurisdiction under which a foreign limited liability company is formed
governs:
(1) the internal affairs
of the company; and
(2)
the liability of a member as member and a manager as manager for the debts,
obligations, or other liabilities of the company.
(b) A foreign limited liability
company may not transact business in this state until it qualifies with the
Secretary of State as provided in sections 21-156 and 21-158 . A foreign limited
liability company may not be denied a certificate of authority by reason of
any difference between the law of the jurisdiction under which the company
is formed and the law of this state.
(c) A certificate of authority does not authorize
a foreign limited liability company to engage in any business or exercise
any power that a limited liability company may not engage in or exercise in
this state.

Legislative History

Source: Laws 2010, LB888, § 55. Annotations: This section codifies the internal affairs doctrine, as discussed in the Restatement (Second) of Conflict of Laws section 302 (1971). Midwest Renewable Energy v. American Engr. Testing, 296 Neb. 73, 894 N.W.2d 221 (2017). Under this section, the internal affairs doctrine requires that the law of a fully dissolved foreign limited liability corporation's state of incorporation govern its amenability. Midwest Renewable Energy v. American Engr. Testing, 296 Neb. 73, 894 N.W.2d 221 (2017). While this section references the Uniform Limited Liability Company Act, it was, instead, patterned after the Revised Uniform Limited Liability Company Act, and it incorporates the revised act's comments explaining the section. Midwest Renewable Energy v. American Engr. Testing, 296 Neb. 73, 894 N.W.2d 221 (2017).