Title 29, Partnership

A. A filing under this chapter that is signed by a domestic entity becomes part of the public organizational document of the entity if the entity's governing statute provides that similar filings under the governing statute become part of the public organizational document of the…

The fact that a transaction under this chapter produces a certain result does not preclude the same result from being accomplished in any other manner permitted by the laws of this state other than this chapter.

A plan may refer to facts that are ascertainable outside of the plan if the manner in which the facts will operate on the plan is specified in the plan. The facts may include the occurrence of an event or a determination or action by a person, whether or not the event, determinat…

Except as otherwise provided in the governing statute or organizational documents of a domestic entity, approval of a transaction under this chapter by the unanimous vote or consent of its interest holders satisfies the requirements of this chapter for approval.

A. Unless the entity's governing statute provides otherwise, an interest holder of a domestic merging, acquired, converting, domesticating or dividing entity is entitled to appraisal rights in connection with the transaction if the interest holder would have been entitled to appr…

After approval for filing by the appropriate filing authority, a certified copy of a statement of merger under section 29-2205, a statement of interest exchange under section 29-2305, a statement of conversion under section 29-2405, a statement of domestication under section 29-2…

A. By complying with this article, one or more domestic entities may merge with one or more domestic or foreign entities. B. A foreign entity may be a merging entity in a merger under this article or may be the surviving entity in such a merger if the merger is authorized by the …

A. A domestic entity may become a merging entity in a merger under this article by approving a plan of merger. The plan must be in a record and contain: 1. As to each merging entity, its name, its jurisdiction of organization and its type. 2. If the surviving entity is one of the…

A. A plan of merger is not effective unless it has been approved both: 1. By a domestic merging entity: (a) In accordance with the requirements, if any, in its governing statute and organizational documents for approval of a merger. (b) If neither its governing statute nor its or…

A. A plan of merger of a domestic merging entity may be amended either: 1. In the same manner as the plan was approved if the plan does not provide for the manner in which it may be amended. 2. By the governors or interest holders of the entity in the manner provided in the plan …

A. A statement of merger must be signed on behalf of each merging entity. The statement of merger must be delivered for filing: 1. In the case of a domestic surviving entity created by the merger, with the appropriate filing authority, if any, for the domestic surviving entity an…

A. When a merger becomes effective: 1. The surviving entity continues or comes into existence. 2. Each merging entity that is not the surviving entity merges into the surviving entity and ceases to exist as a separate entity. 3. All property, including rights, privileges, immunit…

A. If a statement of merger is filed with the appropriate filing authority and the merger is not authorized by the law of the relevant foreign jurisdiction as required by section 29-2201, subsection B, the merger is ineffective. A statement of ineffectiveness of merger must be si…

A. By complying with this article: 1. A domestic entity may acquire all of one or more classes, series or groups of interests of another domestic or foreign entity in exchange for interests, securities, obligations, rights to acquire interests or securities, cash or other propert…

A. A domestic entity may be the acquired entity in an interest exchange under this article by approving a plan of interest exchange. The plan must be in a record and contain all of the following: 1. The name and type of the acquired entity. 2. The name, jurisdiction of organizati…

A. A plan of interest exchange is not effective unless it has been approved both: 1. By a domestic acquired entity: (a) In accordance with the requirements, if any, in its governing statute and organizational documents for approval of an interest exchange. (b) Except as otherwise…

A. A plan of interest exchange of a domestic acquired entity may be amended either: 1. In the same manner as the plan was approved if the plan does not provide for the manner in which it may be amended. 2. By the governors or interest holders of the entity in the manner provided …

A. A statement of interest exchange must be signed on behalf of a domestic acquired entity. The statement of interest exchange must be delivered for filing with the appropriate filing authority, if any, for the domestic acquired entity. B. A statement of interest exchange must co…

A. When an interest exchange becomes effective: 1. The interests in the acquired entity that are the subject of the interest exchange cease to exist or are converted or exchanged as provided in the plan of interest exchange and the interest holders of those interests are entitled…

A. If a statement of interest exchange is filed with the appropriate filing authority and the interest exchange is not authorized by the law of the relevant foreign jurisdiction as required by section 29-2301, subsection B, the interest exchange is ineffective. A statement of ine…

A. By complying with this article, a domestic entity may become either of the following: 1. A domestic entity of a different type. 2. A foreign entity of a different type if the conversion is authorized by the law of the foreign jurisdiction. B. A foreign entity may become a dome…

A. A domestic entity may convert to a different type of entity under this article by approving a plan of conversion. The plan must be in a record and contain all of the following: 1. The name and type of the converting entity. 2. The name, jurisdiction of organization and type of…

A. A plan of conversion is not effective unless it has been approved both: 1. By a domestic converting entity: (a) In accordance with the requirements, if any, in its governing statute and organizational documents for approval of a conversion. (b) If neither its governing statute…

A. A plan of conversion of a domestic converting entity may be amended either: 1. In the same manner as the plan was approved if the plan does not provide for the manner in which it may be amended. 2. By the governors or interest holders of the entity in the manner provided in th…

A. A statement of conversion must be signed on behalf of the converting entity. The statement of conversion must be delivered for filing: 1. In the case of a domestic entity converting into a domestic entity of a different type pursuant to section 29-2401, subsection A, paragraph…

A. When a conversion becomes effective: 1. The converted entity is both of the following: (a) Organized under and subject to the governing statute of the converted entity. (b) The same entity without interruption as the converting entity. 2. All property, including rights, privil…

A. If a statement of conversion is filed with the appropriate filing authority but the conversion is not authorized by the law of the relevant foreign jurisdiction as required by either section 29-2401, subsection A, paragraph 2 or subsection B, the conversion is ineffective. A s…

A. By complying with this article, a domestic entity may become a domestic entity of the same type in a foreign jurisdiction if the domestication is authorized by the law of the foreign jurisdiction. B. A foreign entity may become a domestic entity of the same type in this state …

A. A domestic entity may become a foreign entity in a domestication by approving a plan of domestication. The plan must be in a record and contain all of the following: 1. The name and type of the domesticating entity. 2. The name and jurisdiction of organization of the domestica…

A. A plan of domestication is not effective unless it has been approved both: 1. By a domestic domesticating entity: (a) In accordance with the requirements, if any, in its governing statute and organizational documents for approval of a domestication. (b) If neither the governin…

A. A plan of domestication of a domestic domesticating entity may be amended either: 1. In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended. 2. By the governors or interest holders of the entity in the manner provide…

A. A statement of domestication must be signed on behalf of the domesticating entity. The statement of domestication must be delivered for filing: 1. In the case of a domestic entity becoming a domestic entity of the same type in a foreign jurisdiction pursuant to section 29-2501…

A. When a domestication becomes effective: 1. The domesticated entity is both: (a) Organized under and subject to the governing statute of the domesticated entity. (b) The same entity without interruption as the domesticating entity. 2. All property, including rights, privileges,…

A. If a statement of domestication is filed with the appropriate filing authority but the domestication is not authorized by the law of the relevant foreign jurisdiction as required by section 29-2501, subsection A or B, the domestication is ineffective. A statement of ineffectiv…

A. By complying with this article, a domestic entity may divide into either: 1. The dividing entity and one or more new entities, whether domestic or foreign. 2. Two or more new entities, whether domestic or foreign. B. A foreign entity may be created by the division of a domesti…

A. A domestic entity may divide under this article by approving a plan of division. The plan of division must be in a record and contain all of the following: 1. The name and type of the dividing entity. 2. A statement as to whether the dividing entity will survive the division. …

A. A plan of division is not effective unless it has been approved both: 1. By a domestic dividing entity: (a) In accordance with the requirements, if any, in its governing statute and organizational documents for approval of a division. (b) If neither its governing statute nor i…

A. A plan of division of a domestic dividing entity may be amended either: 1. In the same manner as the plan was approved if the plan does not provide for the manner in which it may be amended. 2. By the governors or interest holders of the entity in the manner provided in the pl…

A. A statement of division must be signed on behalf of the dividing entity. The statement of division must be delivered for filing either: 1. For a division of a domestic entity pursuant to section 29-2601, subsection A, with the appropriate filing authority, if any, for the dome…

A. When a division becomes effective: 1. If the dividing entity is to survive the division, the dividing entity continues to exist. 2. If the dividing entity is not to survive the division, the dividing entity ceases to exist. 3. The resulting entities created in the division com…

A. Except as provided in subsections B and C of this section, when a division becomes effective, each resulting entity is liable, jointly and severally, with the other resulting entities for the obligations of the dividing entity that existed immediately before the effectiveness …

A. If a statement of division is filed with the appropriate filing authority but the division is not authorized by the law of the relevant foreign jurisdiction as required by section 29-2601, subsection B or C, the division is ineffective. A statement of ineffectiveness of divisi…

In applying and construing this chapter, consideration must be given to the need to promote consistency of the law with respect to its subject matter among states that enact similar legislation.

This chapter modifies, limits and supersedes the electronic signatures in global and national commerce act (P.L. 106-229; 114 Stat. 464; 15 United States Code sections 7001 through 7031) but does not modify, limit or supersede 15 United States Code section 7001(c) or authorize el…

This chapter does not affect an action or proceeding commenced or right accrued before the effective date of this section.