Nebraska § 21-155 - Governing law.
Full text of Nebraska Revised Statutes of Nebraska § 21-155 — Governing law., with citation guidance and answers to common questions.
§ 21-155. Governing law.
(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.
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).
Frequently Asked Questions About Nebraska § 21-155
What does Revised Statutes of Nebraska § 21-155 cover?
Section 21-155 ("Governing law.") is part of the Revised Statutes of Nebraska, the codified statutory law of Nebraska. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite Nebraska § 21-155?
A common citation format is "Revised Statutes of Nebraska § 21-155" (Nebraska). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of Nebraska law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the Nebraska official source linked on this page or consult a licensed Nebraska attorney.
How does Nebraska § 21-155 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Nebraska can advise on how this section applies to you. Contact your state or local bar association for a referral.
Sources & Verification
Not legal advice. Verify against the official source and consult a licensed attorney in Nebraska.