Neb. Rev. Stat. » Chapter 21
Nebraska Revised Statutes

Neb. Rev. Stat. § 21-165 (2026)

Derivative action

✓ text as last checked Oct. 2026 (this copy records no edition or section history)
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(RULLCA 902) A member may maintain a derivative action to enforce a right of a limited liability company if:

(1) the member first makes a demand on the other members in a member-managed limited liability company, or the managers of a manager-managed limited liability company, requesting that they cause the company to bring an action to enforce the right, and the managers or other members do not bring the action within a reasonable time; or

(2) a demand under subdivision (1) of this section would be futile.

Notes of Decisions
Cited in 5 cases (3 in the last 5 years), 2013–2025 · leading case: Klingelhoefer v. Parker, Grossart, 834 N.W.2d 249 (Neb. Ct. App. 2013).
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Klingelhoefer v. Parker, Grossart, 834 N.W.2d 249 (Neb. Ct. App. 2013). · cites it 5× “A member of a limited liability company bringing a derivative action must set forth in the complaint what actions were taken to comply with Neb. Rev. Stat. § 21-165 (Reissue 2012). Decisions of the Nebraska Court of Appeals 826 20 NEBRASKA APPELLATE REPORTS 5.”
Streck, Inc. v. Ryan Fam., 901 N.W.2d 284 (Neb. 2017). · cites it 2× “28 Such a cause of action is in the cor- poration and not the shareholders.29 The right of a shareholder to sue is derivative in nature and normally can be brought only in a representative capacity for the corporation.”
Mathiesen v. Kellogg, 1 N.W.3d 888 (Neb. 2024). · cites it 2× “The complaint described the formation of Apostle in 2017 for the purpose of providing home nursing care services and claimed that Kellogg and Mathiesen are each 50-percent owner-members. Kellogg stated that from August 2017 to February 2019, Mathiesen was not a co-owner of…”
Tegra Corp. v. Boeshart, 976 N.W.2d 165 (Neb. 2022). “Kaufman, supra note 14 , 255 Neb. at 123, 582 N.”
Kellogg v. Mathiesen, 26 N.W.3d 651 (Neb. 2025). · cites it 2× “Mathiesen filed an answer to the amended complaint in October 2020, along with counterclaims and a cross-claim.”
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