§ 21-203 — Requirements for documents; extrinsic facts

Nebraska § 21-203

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

Text

(MBCA
1.20) (a) A document must satisfy the requirements of this section, and of
any other section that adds to or varies these requirements, to be entitled
to filing by the Secretary of State.
(b) The Nebraska Model Business
Corporation Act must require or permit filing the document in the office of
the Secretary of State.
(c)
The document must contain the information required by the act. It may contain
other information as well.
(d)
The document must be typewritten or printed or, if electronically transmitted,
it must be in a format that can be retrieved or reproduced in typewritten
or printed form.
(e)
The document must be in the English language. A corporate name need not be
in English if written in English letters or Arabic or Roman numerals, and
the certificate of existence required of foreign corporations need not be
in English if accompanied by a reasonably authenticated English translation.
(f) The document must be
signed:
(1)
By the chairperson of the board of directors of a domestic or foreign corporation,
by its president, or by another of its officers;
(2) If directors have not been selected
or the corporation has not been formed, by an incorporator; or
(3) If the corporation is
in the hands of a receiver, trustee, or other court-appointed fiduciary, by
that fiduciary.
(g)
The person executing the document shall sign it and state beneath or opposite
the person's signature the person's name and the capacity in which the document
is signed. The document may but need not contain a corporate seal, attestation,
acknowledgment, or verification.
(h) If the Secretary of State has prescribed a mandatory
form for the document under section 21-204 , the document must be in or on
the prescribed form.
(i)
The document must be delivered to the office of the Secretary of State for
filing. Delivery may be made by electronic transmission if and to the extent
permitted by the Secretary of State. If it is filed in typewritten or printed
form and not transmitted electronically, the Secretary of State may require
one exact or conformed copy to be delivered with the document, except as provided
in sections 21-235 and 21-2,211 .
(j) When the document is delivered to the office of
the Secretary of State for filing, the correct filing fee, and any tax, license
fee, or penalty required to be paid therewith by the Nebraska Model Business
Corporation Act or other law must be paid or provision for payment made in
a manner permitted by the Secretary of State.
(k) Whenever a provision of the Nebraska
Model Business Corporation Act permits any of the terms of a plan or a filed
document to be dependent on facts objectively ascertainable outside the plan
or filed document, the following provisions apply:
(1) The manner in which the facts will
operate upon the terms of the plan or filed document shall be set forth in
the plan or filed document;
(2)
The facts may include, but are not limited to:
(i) Any of the following that is available
in a nationally recognized news or information medium either in print or electronically:
Statistical or market indices, market prices of any security or group of securities,
interest rates, currency exchange rates, or similar economic or financial
data;
(ii)
A determination or action by any person or body, including the corporation
or any other party to a plan or filed document; or
(iii) The terms of, or actions taken
under, an agreement to which the corporation is a party, or any other agreement
or document;
(3)
As used in this subsection (k):
(i) Filed document means a document filed with the
Secretary of State under any provision of the act except sections 21-2,203
to 21-2,220 or section 21-2,228 ; and
(ii) Plan means a plan of domestication, nonprofit
conversion, entity conversion, merger, or share exchange;
(4) The following provisions
of a plan or filed document may not be made dependent on facts outside the
plan or filed document:
(i)
The name and address of any person required in a filed document;
(ii) The registered office
of any entity required in a filed document;
(iii) The registered agent of any entity required
in a filed document;
(iv)
The number of authorized shares and designation of each class or series of
shares;
(v)
The effective date of a filed document; or
(vi) Any required statement in a filed document of
the date on which the underlying transaction was approved or the manner in
which that approval was given; and
(5) If a provision of a filed document is made dependent
on a fact ascertainable outside of the filed document, and that fact is not
ascertainable by reference to a source described in subdivision (k)(2)(i)
of this section or a document that is a matter of public record, or the affected
shareholders have not received notice of the fact from the corporation, then
the corporation shall file with the Secretary of State articles of amendment
setting forth the fact promptly after the time when the fact referred to is
first ascertainable or thereafter changes. Articles of amendment under this
subdivision (k)(5) of this section are deemed to be authorized by the authorization
of the original filed document or plan to which they relate and may be filed
by the corporation without further action by the board of directors or the
shareholders.

Legislative History

Source: Laws 2014, LB749, § 3.