Chapter 67 — PARTNERSHIPS
226 sections in this chapter.
Repealed. Laws 2008, LB 707, § 5.
0.0K chars
[Repealed or reserved.]
Repealed. Laws 2008, LB 707, § 5.
0.0K chars
[Repealed or reserved.]
Repealed. Laws 2008, LB 707, § 5.
0.0K chars
[Repealed or reserved.]
Repealed. Laws 2008, LB 707, § 5.
0.0K chars
[Repealed or reserved.]
Repealed. Laws 2008, LB 707, § 5.
0.0K chars
[Repealed or reserved.]
Repealed. Laws 2008, LB 707, § 5.
0.0K chars
[Repealed or reserved.]
Repealed. Laws 2008, LB 707, § 5.
0.0K chars
[Repealed or reserved.]
Neb. Rev. Stat. § 67-401 Act, how cited.
0.1K chars
Sections 67-401 to 67-467 shall be known and may be cited as the Uniform Partnership Act of 1998.
Neb. Rev. Stat. § 67-402 Terms, defined.
2.8K chars
For purposes of the Uniform Partnership Act of 1998: (1) Business includes every trade, occupation, and profession; (2) Debtor in bankruptcy means a person who is the subject of: (a) An order for relief under Title 11 of the United States Code or a comparable order under a succes…
Neb. Rev. Stat. § 67-403 Knowledge and notice.
2.0K chars
(1) A person knows a fact if the person has actual knowledge of it. (2) A person has notice of a fact if the person: (a) Knows of it; (b) Has received a notification of it; or (c) Has reason to know it exists from all of the facts known to the person at the time in question. (3) …
Neb. Rev. Stat. § 67-404 Effect of partnership agreement; nonwaivable provisions.
2.1K chars
(1) Except as otherwise provided in subsection (2) of this section, relations among the partners and between the partners and the partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, the Uniform Partnership Act…
Neb. Rev. Stat. § 67-405 Supplemental principles of law.
0.3K chars
(1) Unless displaced by particular provisions of the Uniform Partnership Act of 1998, the principles of law and equity supplement the act. (2) If an obligation to pay interest arises under the act and the rate is not specified, the rate is that fixed pursuant to section 45-103.
Neb. Rev. Stat. § 67-406 Execution, filing, and recording of statements.
2.0K chars
(1) A statement may be filed in the office of the Secretary of State. A certified copy of a statement that is filed in an office in another state may be filed in the office of the Secretary of State. Either filing has the effect provided in the Uniform Partnership Act of 1998 wit…
Neb. Rev. Stat. § 67-407 Governing law.
0.4K chars
(1) Except as otherwise provided in subsection (2) of this section, the law of the jurisdiction in which a partnership has its chief executive office governs relations among the partners and between the partners and the partnership. (2) The law of this state governs relations amo…
Neb. Rev. Stat. § 67-408 Partnership subject to amendment or repeal of act.
0.1K chars
A partnership governed by the Uniform Partnership Act of 1998 is subject to any amendment to or repeal of the act.
Neb. Rev. Stat. § 67-409 Partnership as entity; limited liability partnership; treatment.
0.9K chars
(1) A partnership is an entity distinct from its partners. (2) A limited liability partnership is a syndicate for purposes of Article XII, section 8, of the Constitution of Nebraska, except that a registered limited liability partnership in which the partners are members of a fam…
Neb. Rev. Stat. § 67-410 Formation of partnership.
1.8K chars
(1) Except as otherwise provided in subsection (2) of this section, the association of two or more persons to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership. (2) An association formed under a statute other …
Neb. Rev. Stat. § 67-411 Partnership property.
0.1K chars
Property acquired by a partnership is property of the partnership and not of the partners individually.
Neb. Rev. Stat. § 67-412 When property is partnership property.
1.2K chars
(1) Property is partnership property if acquired in the name of: (a) The partnership; or (b) One or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership but without an indi…
Neb. Rev. Stat. § 67-413 Partner agent of partnership.
0.9K chars
Subject to the effect of a statement of partnership authority under section 67-415: (1) Each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on i…
Neb. Rev. Stat. § 67-414 Transfer of partnership property.
2.4K chars
(1) Partnership property may be transferred as follows: (a) Subject to the effect of a statement of partnership authority under section 67-415, partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the pa…
Neb. Rev. Stat. § 67-415 Statement of partnership authority.
3.4K chars
(1) A partnership may file a statement of partnership authority, which: (a) Must include: (i) The name of the partnership; (ii) The street address of its chief executive office and of one office in this state, if there is one; (iii) The names and mailing addresses of all of the p…
Neb. Rev. Stat. § 67-416 Statement of denial.
0.5K chars
A partner or other person named as a partner in a filed statement of partnership authority or in a list maintained by an agent pursuant to subsection (2) of section 67-415 may file a statement of denial stating the name of the partnership and the fact that is being denied, which …
Neb. Rev. Stat. § 67-417 Partnership liable for partner's actionable conduct.
0.6K chars
(1) A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a partner acting in the ordinary course of business of the partnership or with authority of the partnership. (2…
Neb. Rev. Stat. § 67-418 Partner's liability.
1.0K chars
(1) Except as otherwise provided in subsections (2) and (3) of this section, all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law. (2) A person admitted as a partner into an existing partne…
Neb. Rev. Stat. § 67-419 Actions by and against partnership and partners.
1.6K chars
(1) A partnership may sue and be sued in the name of the partnership. (2) An action may be brought against the partnership and, to the extent not inconsistent with section 67-418, any or all of the partners in the same action or in separate actions. (3) A judgment against a partn…
Neb. Rev. Stat. § 67-420 Liability of purported partner.
2.2K chars
(1) If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one or more persons not partners, the purported partner is liable to a person to whom the representation is made, if that person, rel…
Neb. Rev. Stat. § 67-421 Partner's rights and duties.
2.2K chars
(1) Each partner is deemed to have an account that is: (a) Credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner's share of the partnership profits; and (b)…
Neb. Rev. Stat. § 67-422 Distributions in kind.
0.1K chars
A partner has no right to receive, and may not be required to accept, a distribution in kind.
Neb. Rev. Stat. § 67-423 Partner's rights and duties with respect to information.
1.2K chars
(1) A partnership shall keep its books and records, if any, at its chief executive office. (2) A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and …
Neb. Rev. Stat. § 67-424 General standards of partner's conduct.
2.0K chars
(1) The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care set forth in subsections (2) and (3) of this section. (2) A partner's duty of loyalty to the partnership and the other partners is limited to the fo…
Neb. Rev. Stat. § 67-425 Actions by partnership and partners.
1.3K chars
(1) A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership. (2) A partner may maintain an action against the partnership or another partner for legal or e…
Neb. Rev. Stat. § 67-426 Continuation of partnership beyond definite term or particular undertaking.
0.6K chars
(1) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, so…
Neb. Rev. Stat. § 67-427 Partner not co-owner of partnership property.
0.2K chars
A partner is not a co-owner of partnership property and has no interest in partnership property which can be transferred, either voluntarily or involuntarily.
Neb. Rev. Stat. § 67-428 Partner's transferable interest in partnership.
0.2K chars
The only transferable interest of a partner in the partnership is the partner's share of the profits and losses of the partnership and the partner's right to receive distributions. The interest is personal property.
Neb. Rev. Stat. § 67-429 Transfer of partner's transferable interest.
1.7K chars
(1) A transfer, in whole or in part, of a partner's transferable interest in the partnership: (a) Is permissible; (b) Does not by itself cause the partner's dissociation or a dissolution and winding up of the partnership business; and (c) Does not, as against the other partners o…
Neb. Rev. Stat. § 67-430 Partner's transferable interest subject to charging order.
1.5K chars
(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.
3.5K chars
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.
1.3K chars
(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.
0.8K chars
(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.
4.7K chars
(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.
0.9K chars
(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.
1.5K chars
(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.
0.6K chars
(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.
0.3K chars
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.
2.5K chars
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.
1.0K chars
(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.
1.0K chars
(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.
0.3K chars
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.
1.1K chars
(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…