21-20,172 Foreign corporation; certificate of authority; effect. - Nebraska Statutes

21-20,172. Foreign corporation; certificate of authority; effect.(1) A certificate of authority shall authorize the foreign corporation to which it is issued to transact business in this state subject, however, to the right of the state to revoke the certificate as provided in the Business Corporation Act.(2) A foreign corporation with a valid certificate of authority shall have the same but no greater rights and shall have the same but no greater privileges as, and except as otherwise provided by the act, shall be subject to the same duties, restrictions, penalties, and liabilities now or later imposed on, a domestic corporation of like character.(3) The act shall not be construed to authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this state. SourceLaws 1995, LB 109, § 172. Cross ReferencesForeign corporation, authority in state, see Chapter XII, article 1, Constitution of Nebraska. AnnotationsSubsection (3) of this section was intended to preserve the judicially developed doctrine that internal corporate affairs are governed by the state of incorporation even when the corporation's business and assets are located primarily in other states. Johnson v. Johnson, 272 Neb. 263, 720 N.W.2d 20 (2006).