Chapter 67 — PARTNERSHIPS
226 sections in this chapter.
Neb. Rev. Stat. § 67-444 Partner's liability to other partners after dissolution.
0.5K chars
(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.
2.4K chars
(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.
0.5K chars
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.
2.0K chars
(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.
1.2K chars
(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.
1.4K chars
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.
1.5K chars
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.
0.6K chars
(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.
1.5K chars
(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.
3.1K chars
(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.
1.8K chars
(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.
0.1K chars
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.
2.7K chars
(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.
1.1K chars
(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.
3.0K chars
(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.
0.7K chars
(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.
2.3K chars
(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.
0.9K chars
(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.
1.7K chars
(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.
0.2K chars
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.
1.1K chars
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.
0.2K chars
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.
0.1K chars
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.
0.1K chars
After January 1, 2001, the Uniform Partnership Act of 1998 governs all limited liability partnerships.
Repealed. Laws 2008, LB 707, § 5.
0.0K chars
[Repealed or reserved.]
Neb. Rev. Stat. § 67-467 Savings clause.
0.1K chars
The Uniform Partnership Act of 1998 does not affect an action or proceeding commenced or right accrued before the act becomes operative.