Nebraska Administrative Code Topic - SECRETARY OF STATE
1. Denial of Business Entity Formation
Background:
An entrepreneur attempted to form a Nebraska limited liability company (LLC), but the Secretary of State rejected the filing due to an incomplete operating agreement and missing registered agent information.
Issue:
Whether NAC requires complete information and a registered agent for entity formation.
Decision:
The NAC mandates that filings for business formation include a valid registered agent and complete operating agreements for certain types of entities.
The submission was incomplete.
The filing was denied, and the entrepreneur had to resubmit with complete documentation.
Key Lesson:
Business formation filings must be complete and accurate under NAC requirements; missing information prevents registration.
2. Dispute Over Business Name Availability
Background:
A small business tried to register a trade name similar to an existing Nebraska corporation.
Issue:
Whether NAC allows the Secretary of State to reject names that are not distinguishable.
Decision:
NAC requires business names to be distinguishable to prevent public confusion.
The requested name was deemed too similar to an existing entity.
The rejection was upheld, and the applicant had to select a unique name.
Key Lesson:
Nebraska enforces strict name uniqueness rules; similar names are rejected to protect the public.
3. Appeal Over Annual Report Filing Penalty
Background:
A corporation failed to file its annual report on time and incurred late fees. The business appealed, citing office closure due to severe weather.
Issue:
Whether NAC allows waivers or reductions of late fees for extraordinary circumstances.
Decision:
NAC provides guidance on penalties for late filings but allows discretion in cases of exceptional circumstances.
Evidence of office closure due to a natural disaster was accepted.
The late fees were reduced, though filing was still required.
Key Lesson:
Late fees are enforceable, but extraordinary circumstances may justify reductions under NAC provisions.
4. Denial of Notary Public Commission
Background:
An applicant for a notary public commission was denied because of a prior misdemeanor conviction.
Issue:
Whether NAC allows denial of a notary commission based on criminal history.
Decision:
NAC grants the Secretary of State discretion to deny commissions if an applicant’s past conduct raises questions about integrity or honesty.
The denial was upheld, emphasizing that notaries are entrusted with public duties requiring high ethical standards.
Key Lesson:
Integrity and trustworthiness are required for notary appointments; criminal history can bar eligibility.
5. Appeal Regarding Public Records Request Denial
Background:
A citizen requested access to corporate filings, but the Secretary of State denied part of the request citing confidentiality provisions.
Issue:
Whether NAC allows partial denial of public records requests.
Decision:
NAC balances transparency with protection of confidential or sensitive information.
Certain data, including personal addresses and private financial information, were exempt from disclosure.
The denial was upheld, though other non-sensitive data was released.
Key Lesson:
Public records are accessible under NAC, but confidentiality provisions protect sensitive information.
6. Challenge Over Dissolution Filing
Background:
A corporation attempted to dissolve unilaterally, but one shareholder claimed the dissolution violated internal agreements.
Issue:
Whether NAC allows the Secretary of State to accept a dissolution filing without compliance with internal procedures.
Decision:
NAC requires dissolution filings to comply with both statutory requirements and the entity’s governing documents.
The filing was temporarily suspended until proper internal approvals were documented.
Key Lesson:
Dissolution must follow internal governance rules as well as NAC requirements; unilateral filings may be invalid.
7. Dispute Over Registered Agent Change
Background:
A corporation attempted to change its registered agent, but the Secretary of State rejected the filing due to incomplete consent documentation from the new agent.
Issue:
Whether NAC requires written consent from registered agents for changes.
Decision:
NAC mandates that all registered agent changes must include a written consent form.
The filing lacked the required consent.
The request was denied, and the corporation had to submit a corrected filing with the agent’s consent.
Key Lesson:
Registered agent changes require formal consent; failure to provide documentation prevents processing.
✅ Summary of Key Themes in Nebraska NAC – Secretary of State Cases
Filing Accuracy: Submissions for business formation, amendments, and agent changes must be complete and accurate.
Name Availability: Business names must be distinguishable to prevent public confusion.
Late Fees & Penalties: Enforceable, but exceptions may be granted for extraordinary circumstances.
Notary Commissions: Trustworthiness and integrity are required; criminal history may disqualify applicants.
Public Records Access: Confidentiality rules limit disclosure of sensitive information.
Dissolution Compliance: Must follow statutory and internal governance requirements.
Registered Agent Requirements: Written consent is required for changes; noncompliance prevents acceptance.
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