21-507. Additional limitations on operating agreement.

(a) An operating agreement may not vary the effect of:

(1) this section;

(2) section 21-503;

(3) subsection (a) of section 21-504;

(4) subsection (b) of section 21-504 to provide a protected series a power beyond the powers the Nebraska Uniform Limited Liability Company Act provides a limited liability company;

(5) subsection (c) or (d) of section 21-504;

(6) section 21-505;

(7) section 21-506;

(8) section 21-508;

(9) section 21-509, except to vary the manner in which a limited liability company approves establishing a protected series;

(10) section 21-510;

(11) section 21-515;

(12) section 21-516;

(13) subsection (a) or (b) of section 21-517;

(14) subsection (c) or (f) of section 21-518;

(15) section 21-520, except to decrease or eliminate a limitation of liability stated in section 21-520;

(16) section 21-521;

(17) section 21-522;

(18) section 21-523;

(19) subdivisions (1), (4), and (5) of section 21-524;

(20) section 21-525, except to designate a different person to manage winding up;

(21) section 21-526;

(22) sections 21-527 to 21-534;

(23) sections 21-535 to 21-538;

(24) sections 21-541 to 21-542, except to vary:

(A) the manner in which a series limited liability company may elect under subdivision (a)(2) of section 21-541 to be subject to the Nebraska Uniform Protected Series Act; or

(B) the person that has the right to sign and deliver to the Secretary of State for filing a record under subdivision (b)(2) of section 21-541; or

(25) a provision of the Nebraska Uniform Protected Series Act pertaining to:

(A) registered agents; or

(B) the Secretary of State, including provisions pertaining to records authorized or required to be delivered to the Secretary of State for filing under the act.

(b) An operating agreement may not unreasonably restrict the duties and rights under section 21-521 but may impose reasonable restrictions on the availability and use of information obtained under section 21-519 and may provide appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use.

Source:Laws 2018, LB1121, ยง 8.
Operative Date: January 1, 2021