Corporate Director and Shareholder Liability for Unlawful Distributions in Nebraska

At a glance

Requirements one by one

Director conduct and amount

Neb. Rev. Stat. § 21-2,104(a) requires a director’s vote or assent to an amount exceeding what § 21-252(a) or § 21-2,192(a) authorizes. The claimant must show that, when acting, the director failed § 21-2,102. The director owes the corporation the excess above the permitted amount. Section 21-2,102(a)-(b) calls for good faith, a reasonable belief in corporate interests, and appropriate care when directors become informed for a decision; subsection (e) addresses qualified reliance on financial information.

Contribution and recoupment

A director held liable can seek contribution from every other director who could also be liable and pro rata recoupment from a shareholder who accepted an unlawful amount knowing of the § 21-252(a) or § 21-2,192(a) violation (§ 21-2,104(b)). Those are rights of the liable director; subsection (a) makes that director liable to the corporation.

Filing periods

Section 21-2,104(c)(1) bars the director claim after two years from the relevant § 21-252(e) or (g) measurement date, the date an articles restriction caused a § 21-252(a) violation, or the date a § 21-2,192(a) dissolution payment was made. Subsection (c)(2) sets a separate one-year period for contribution or recoupment after the claimant’s liability has been finally adjudicated.

What trips people up

Section 21-252(h) excludes liquidation distributions from the ordinary distribution rule. Section 21-2,192(a) instead requires payment or reasonable provision for claims before distributing dissolved-corporation assets to shareholders. Section 21-2,104(a) expressly reaches that duty.

Common questions

Does every director owe the whole payment?

Section 21-2,104(a) measures liability by the excess distribution and requires proof that the individual director failed the statutory conduct standard. The section gives no automatic whole-payment liability.

Does shareholder receipt alone create recoupment?

No. Under § 21-2,104(b)(2), the shareholder must have accepted the unlawful amount knowing of the cited violation, and the claim belongs to a director held liable under subsection (a).

Statutes and sources

• Neb. Rev. Stat. § 21-2,104, accessed September 27, 2026: governs director liability, contribution, recoupment and filing periods.
• Neb. Rev. Stat. § 21-252, accessed September 27, 2026: states ordinary distribution limits, dates, and liquidation exclusion.
• Neb. Rev. Stat. § 21-2,192, accessed September 27, 2026: states dissolved-corporation payment-of-claims duty.
• Neb. Rev. Stat. § 21-2,102, accessed September 27, 2026: states director conduct and reliance standards.