Bill
LB 40
LB 40 updates Nebraska LLC publication rules to standardize notices for organization, amendments, mergers, conversions, domestications, and dissolutions, preserving validity if pub
LB 40 seeks to provide clearer, more precise language for the publication requirements under the Nebraska Uniform Limited Liability Company Act. Specifically, it targets the publication of notices associated with:
The bill replaces the existing language of § 21-193 to ensure consistent publication requirements and the validity of acts related to these LLC events, even if publication occurs after the fact under certain conditions.
Publication requirement (§ 21-193, amended):
Notices for organization, amendments to the certificate of organization, merger, conversion, or domestication must be published for three successive weeks in a legal newspaper of general circulation near the LLC’s designated office.
Content of the notice (organization and amendments):
The notice of organization must include information required by subsection (b) of § 21-117 to be stated in the certificate of organization. Any brief summary of an amendment to the certificate of organization, or of any merger, conversion, or domestication, must be published in the same manner and for the same three-week period as the notice of organization.
Dissolution notice (voluntary):
When an LLC is voluntarily dissolved, the dissolution notice must be published as required by § 21-150.
Proof of publication:
Proof of publication for any notices must be filed with the Secretary of State.
Validity if publication occurs after the fact:
If a required notice is not published initially but is published later with proof filed, the LLC’s acts prior to and after the publication remain valid.
Structural change to the statute:
Section 2 repeals the original § 21-193 and enacts a reissued version of the statute (i.e., the act is updated/reissued to reflect the new language).
LB 40 is a targeted statutory update to § 21-193 to align and clarify the publication requirements for major LLC actions, ensure publication content aligns with related statutory provisions, and preserve the validity of LLC acts when publication occurs post hoc with proper proof filed. The bill maintains the three-week publication period in a local newspaper and requires proof of publication to be filed with the Secretary of State. It emphasizes a consistent approach to notices across organizational actions, amendments, and dissolution.
Compiled from official sources — confirm details with the bill’s official record.
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