Nebraska § 21-229 Ultra vires

Nebraska Statutes

§ 21-229 — Ultra vires

Nebraska § 21-229

Ch. 21Corporations and Other Companies

This text of Nebraska § 21-229 (Ultra vires) is published on Counsel Stack Legal Research, covering Nebraska primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Neb. Rev. Stat. § 21-229 (2026).

Text

(MBCA 3.04) (a) Except as provided in subsection

(b)of this section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.

(b)A corporation's power to act may be challenged:

(1)In a proceeding by a shareholder against the corporation to enjoin the act;

(2)In a proceeding by the corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation; or

(3)In a proceeding by the Attorney General under section 21-2,197 .

(c)In a shareholder's proceeding under subdivision (b)(1) of this section to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affect

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(MBCA 3.04) (a) Except as provided in subsection
(b) of this section, the validity of corporate action may not be challenged
on the ground that the corporation lacks or lacked power to act.
(b) A corporation's power
to act may be challenged:
(1)
In a proceeding by a shareholder against the corporation to enjoin the act;
(2) In a proceeding by the
corporation, directly, derivatively, or through a receiver, trustee, or other
legal representative, against an incumbent or former director, officer, employee,
or agent of the corporation; or
(3) In a proceeding by the Attorney General under
section 21-2,197 .
(c)
In a shareholder's proceeding under subdivision (b)(1) of this section to
enjoin an unauthorized corporate act, the court may enjoin or set aside the
act, if equitable and if all affected persons are parties to the proceeding,
and may award damages for loss, other than anticipated profits, suffered by
the corporation or another party because of enjoining the unauthorized act.
(d) Venue for a proceeding
under subdivision (b)(1) or (b)(2) of this section lies in the district court
of the county where the corporation's principal office, or, if none in this
state, its registered office, is located.