21-117 Formation; certificate of organization and other filings. - Nebraska Statutes

21-117. Formation; certificate of organizationand other filings.(ULLCA201) (a) One or more persons may act as organizers to form a limited liabilitycompany by signing and delivering to the Secretary of State for filing a certificateof organization and, if applicable, a current certificate of registrationas provided in sections 21-185 to 21-189.(b) A certificate oforganization must state:(1)the name of the limited liability company, which must comply with section 21-108;(2)the street and mailing addresses of the initial designated office and thename and street and mailing addresses and post office box number, if any,of the initial agent for service of process of the company; and(3) if the company isorganized to render a professional service, the professional service its members,managers, professional employees, and agents are licensed or otherwise legallyauthorized to render in this state.(c) Subject to subsection (c) of section 21-112, acertificate of organization may also contain statements as to matters otherthan those required by subsection (b) of this section. However, a statementin a certificate of organization is not effective as a statement of authority.(d) The following rulesapply to the filing of a certificate of organization:(1) A limited liability companyis formed when the Secretary of State has filed the certificate of organizationand a certificate of registration, if applicable, and the company has at leastone member, unless the certificate states a delayed effective date pursuantto subsection (c) of section 21-121.(2) If the certificate states a delayed effectivedate, a limited liability company is not formed if, before the certificatetakes effect, a statement of cancellation is signed and delivered to the Secretaryof State for filing and the Secretary of State files the certificate.(3) Subject to any delayedeffective date and except in a proceeding by this state to dissolve a limitedliability company, the filing of the certificate of organization by the Secretaryof State is conclusive proof that the organizer satisfied all conditions tothe formation of a limited liability company. SourceLaws 2010, LB888, § 17.Operative Date: January 1, 2011