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§ 3-601. Continuing or converting operations; organization, powers; shareholder restrictions and liability; dissolution.

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   Any professional service corporation organized under this rule prior to December 1, 1999, and operating in accordance with the provisions of this rule, may continue to operate hereunder until such corporation chooses to incorporate under the Nebraska Supreme Court Rule for Limited Liability Professional Organizations provided that such professional corporation has not been suspended or dissolved by the Secretary of State, in which case the professional corporation must amend or restate its articles of incorporation to comply with the provisions of the Limited Liability Professional Organizations rule. The articles of incorporation of any professional corporation operating in accordance with this rule shall contain provisions complying with the following requirements:

   (A) The corporation shall be organized solely for the purpose of conducting the practice of law only through persons qualified to practice law in the State of Nebraska.

   (B) The corporation may exercise the powers and privileges conferred upon corporations by the law of Nebraska only in furtherance of and subject to its corporate purpose.

   (C) All shareholders of the corporation shall be persons duly licensed by the Supreme Court of the State of Nebraska to practice law in the State of Nebraska, and who at all times own their shares in their own right.

   (D) Provisions shall be made requiring any shareholder who ceases to be eligible to be a shareholder to dispose of all his or her shares forthwith either to the corporation or to any person having the qualifications described in § 3-601(C).

   (E) The president shall be a shareholder and a director, and all other directors and officers shall be persons having the qualifications described in § 3-601(C).

   (F) The articles of incorporation shall provide, and all shareholders of the corporation shall be deemed to agree by virtue of becoming shareholders or members, that all shareholders or members shall be jointly and severally liable to the extent that the assets of the corporation are insufficient to satisfy any liability incurred by the corporation for the acts, errors, and omissions of the shareholders or members and other employees of the corporation or association arising out of the performance of the professional services by the corporation or association while they are shareholders or members to the same extent as if the shareholders were practicing in the form of a general partnership.

   (G) A corporation which discontinues the practice of law may nevertheless continue in operation for an additional period of up to 2 years for the purpose of dissolving and winding up the administrative business of the firm.

Rule 1(E) amended April 24, 1996; Rule 1 amended June 16, 1999; Rule 1 amended June 28, 2000. Renumbered and codified as § 3-601, effective July 18, 2008.

This page was last modified on Thursday, October 4, 2012