Chapter 67, PARTNERSHIPS
139 sections in this chapter.
Neb. Rev. Stat. § 67-430 Partner's transferable interest subject to charging order.
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(1) On application by a judgment creditor of a partner or of a partner's transferee, a court having jurisdiction may charge the transferable interest of the judgment debtor to satisfy the judgment. The court may appoint a receiver of the share of the distributions due or to becom…
Neb. Rev. Stat. § 67-431 Events causing partner's dissociation.
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A partner is dissociated from a partnership upon the occurrence of any of the following events: (1) The partnership's having notice of the partner's express will to withdraw as a partner or on a later date specified by the partner; (2) An event agreed to in the partnership agreem…
Neb. Rev. Stat. § 67-432 Partner's power to dissociate; wrongful dissociation.
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(1) A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to subdivision (1) of section 67-431. (2) A partner's dissociation is wrongful only if: (a) It is in breach of an express provision of the partnership agreement; or (b) In th…
Neb. Rev. Stat. § 67-433 Effect of partner's dissociation.
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(1) If a partner's dissociation results in a dissolution and winding up of the partnership business, sections 67-439 to 67-445 apply; otherwise, sections 67-434 to 67-438 apply. (2) Upon a partner's dissociation: (a) The partner's right to participate in the management and conduc…
Neb. Rev. Stat. § 67-434 Purchase of dissociated partner's interest.
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(1) If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under section 67-439, the partnership shall cause the dissociated partner's interest in the partnership to be purchased for a buyout price determined p…
Neb. Rev. Stat. § 67-435 Dissociated partner's power to bind and liability to partnership.
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(1) For two years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under sections 67-446 to 67-453, is bound by an act of the dissociated partner which would have bound th…
Neb. Rev. Stat. § 67-436 Dissociated partner's liability to other persons.
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(1) A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in subsection (2…
Neb. Rev. Stat. § 67-437 Statement of dissociation.
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(1) A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership and that the partner is dissociated from the partnership. (2) A statement of dissociation is a limitation on the authority of a dissociated partner for the purpos…
Neb. Rev. Stat. § 67-438 Continued use of partnership name.
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Continued use of a partnership name, or a dissociated partner's name as part thereof, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership continuing the business.
Neb. Rev. Stat. § 67-439 Events causing dissolution and winding up of partnership business.
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A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events: (1) In a partnership at will, the partnership's having notice from a partner, other than a partner who is dissociated under subdivisions (2) through (10) of sec…
Neb. Rev. Stat. § 67-440 Partnership continues after dissolution.
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(1) Subject to subsection (2) of this section, a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed. (2) At any time after the dissolution of a partnership and bef…
Neb. Rev. Stat. § 67-441 Right to wind up partnership business.
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(1) After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership's business, but on application of any partner, partner's legal representative, or transferee, the district court in the county where the chief executive office is or …
Neb. Rev. Stat. § 67-442 Partner's power to bind partnership after dissolution.
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Subject to section 67-443, a partnership is bound by a partner's act after dissolution that: (1) Is appropriate for winding up the partnership business; or (2) Would have bound the partnership under section 67-413 before dissolution, if the other party to the transaction did not …
Neb. Rev. Stat. § 67-443 Statement of dissolution.
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(1) After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business. (2) A statement of dissolution cancels a filed statement of partnersh…
Neb. Rev. Stat. § 67-444 Partner's liability to other partners after dissolution.
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(1) Except as otherwise provided in subsection (2) of this section and section 67-418, after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurred under section 67-442. (2) A partner who, with knowledge of the dissolut…
Neb. Rev. Stat. § 67-445 Settlement of accounts and contributions among partners.
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(1) In winding up a partnership's business, the assets of the partnership, including the contributions of the partners required by this section, must be applied to discharge its obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any s…
Neb. Rev. Stat. § 67-446 Terms, defined.
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For purposes of sections 67-446 to 67-453: (1) General partner means a partner in a partnership and a general partner in a limited partnership; (2) Limited partner means a limited partner in a limited partnership; (3) Limited partnership means a limited partnership created under …
Neb. Rev. Stat. § 67-447 Conversion of partnership to limited partnership.
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(1) A partnership may be converted to a limited partnership pursuant to this section. (2) The terms and conditions of a conversion of a partnership to a limited partnership must be approved by all of the partners or by a number or percentage specified for conversion in the partne…
Neb. Rev. Stat. § 67-448 Conversion of limited partnership to partnership.
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(1) A limited partnership may be converted to a partnership pursuant to this section. (2) Notwithstanding a provision to the contrary in a limited partnership agreement, the terms and conditions of a conversion of a limited partnership to a partnership must be approved by all of …
Neb. Rev. Stat. § 67-448.01 Domestic partnership; conversion into domestic limited liability company or foreign limited liability company; procedure; notice to holder of security interest.
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A domestic partnership may convert into a domestic limited liability company pursuant to sections 21-170 to 21-184 and may convert into a foreign limited liability company in accordance with this section and the applicable law of the state of formation of such foreign limited lia…
Neb. Rev. Stat. § 67-448.02 Domestic limited liability partnership; conversion into domestic limited liability company or foreign limited liability company; procedure; notice to holder of security interest.
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A domestic limited liability partnership may convert into a domestic limited liability company pursuant to sections 21-170 to 21-184 and may convert into a foreign limited liability company in accordance with this section and the applicable law of the state of formation of such f…
Neb. Rev. Stat. § 67-449 Effect of conversion; entity unchanged.
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(1) A partnership or limited partnership that has been converted pursuant to sections 67-446 to 67-453 is for all purposes the same entity that existed before the conversion. (2) When a conversion takes effect: (a) All property owned by the converting partnership or limited partn…
Neb. Rev. Stat. § 67-450 Merger of partnerships.
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(1) Pursuant to a plan of merger approved as provided in subsection (3) of this section, a partnership may be merged with one or more partnerships or limited partnerships. (2) The plan of merger must set forth: (a) The name of each partnership or limited partnership that is a par…
Neb. Rev. Stat. § 67-451 Effect of merger.
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(1) When a merger takes effect: (a) The separate existence of every partnership or limited partnership that is a party to the merger, other than the surviving entity, ceases; (b) All property owned by each of the merged partnerships or limited partnerships vests in the surviving …
Neb. Rev. Stat. § 67-452 Statement of merger.
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(1) After a merger, the surviving partnership or limited partnership may file a statement that one or more partnerships or limited partnerships have merged into the surviving entity. (2) A statement of merger must contain: (a) The name of each partnership or limited partnership t…
Neb. Rev. Stat. § 67-453 Nonexclusive.
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Sections 67-446 to 67-453 are not exclusive. Partnerships or limited partnerships may be converted or merged in any other manner provided by law.
Neb. Rev. Stat. § 67-454 Statement of qualification; limited liability partnership engaged in practice of law; requirements.
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(1) A partnership may become a limited liability partnership pursuant to this section. (2) The terms and conditions on which a partnership becomes a limited liability partnership must be approved by the vote necessary to amend the partnership agreement except, in the case of a pa…
Neb. Rev. Stat. § 67-455 Name.
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(1) The name of a limited liability partnership shall: (a) End with "registered limited liability partnership", "limited liability partnership", "R.L.L.P.", "RLLP", "L.L.P.", or "LLP"; (b) Not be the same as or deceptively similar to, upon the records in the office of the Secreta…
Neb. Rev. Stat. § 67-456 Annual report; certificate of authority.
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(1) A limited liability partnership, and a foreign limited liability partnership authorized to transact business in this state, shall file an annual report in the office of the Secretary of State which contains: (a) The name of the limited liability partnership and the state or o…
Neb. Rev. Stat. § 67-457 Law governing foreign limited liability partnership.
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(1) The law under which a foreign limited liability partnership is formed governs relations among the partners and between the partners and the partnership and the liability of partners for obligations of the partnership. (2) A foreign limited liability partnership may not be den…
Neb. Rev. Stat. § 67-458 Statement of foreign qualification; foreign limited liability partnership engaged in practice of law; requirements.
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(1) Before transacting business in this state, a foreign limited liability partnership must file a statement of foreign qualification. The statement must contain: (a) The name of the foreign limited liability partnership which (i) satisfies the requirements of the state or other …
Neb. Rev. Stat. § 67-459 Effect of failure to qualify.
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(1) A foreign limited liability partnership transacting business in this state may not maintain an action or proceeding in this state unless it has in effect a statement of foreign qualification. (2) The failure of a foreign limited liability partnership to have in effect a state…
Neb. Rev. Stat. § 67-460 Activities not constituting transacting business.
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(1) Activities of a foreign limited liability partnership which do not constitute transacting business for purposes of sections 67-457 to 67-461 include: (a) Maintaining, defending, or settling an action or proceeding; (b) Holding meetings of its partners or carrying on any other…
Neb. Rev. Stat. § 67-461 Action by Attorney General.
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The Attorney General may maintain an action to restrain a foreign limited liability partnership from transacting business in this state in violation of sections 67-457 to 67-461.
Neb. Rev. Stat. § 67-462 Fees.
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The filing fee for filing a statement of partnership authority pursuant to section 67-415, a statement of qualification pursuant to section 67-454, or a statement of foreign qualification pursuant to section 67-458 is one hundred ten dollars if the filing is submitted in writing …
Neb. Rev. Stat. § 67-463 Uniformity of application and construction.
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The Uniform Partnership Act of 1998 shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of the act among states enacting it.
Neb. Rev. Stat. § 67-464 Partnerships; applicability of act.
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On and after January 1, 2001, the Uniform Partnership Act of 1998 governs all partnerships.
Neb. Rev. Stat. § 67-465 Limited liability partnership; applicability of act.
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After January 1, 2001, the Uniform Partnership Act of 1998 governs all limited liability partnerships.
Neb. Rev. Stat. § 67-467 Savings clause.
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The Uniform Partnership Act of 1998 does not affect an action or proceeding commenced or right accrued before the act becomes operative.