Chapter 67 — PARTNERSHIPS
226 sections in this chapter.
Neb. Rev. Stat. § 67-242 Cancellation of certificate.
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A certificate of limited partnership shall be canceled upon the dissolution and the completion of winding up of the partnership or at any other time there are no limited partners. A certificate of cancellation (1) shall be executed by all general partners or, if the general partn…
Neb. Rev. Stat. § 67-243 Certificates; signature; execution.
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(a) Any person may sign any certificate required by sections 67-240 to 67-248 to be filed in the office of the Secretary of State, a partnership agreement, or an amendment thereof by an attorney in fact. Powers of attorney relating to the signing of a certificate, partnership agr…
Neb. Rev. Stat. § 67-244 Certificate or agreement; execution or filing by judicial act.
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(a) If a person required by sections 67-240 to 67-243 to execute or file any certificate fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the district court to direct the execution or filing of the certificate. If the co…
Neb. Rev. Stat. § 67-245 Filing in office of Secretary of State; facsimile signature.
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(a) Two signed copies of the certificate of limited partnership and of any certificates of amendment or cancellation, of any restated certificates of limited partnership, or of any judicial decree of amendment or cancellation shall be delivered to the Secretary of State. A person…
Neb. Rev. Stat. § 67-246 Liability for false statement in certificate; general partner; failure to file; liability.
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(a) If any certificate of limited partnership or certificate of amendment or cancellation contains a false statement, one who suffers loss by reasonable reliance on the statement may recover damages for the loss from: (1) Any general partner who knew or should have known the stat…
Neb. Rev. Stat. § 67-247 Filing of certificate; effect.
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The fact that a certificate of limited partnership is on file in the office of the Secretary of State is notice that the partnership is a limited partnership and is notice of all other facts set forth in the certificate which are required to be set forth in a certificate of limit…
Neb. Rev. Stat. § 67-248 Delivery of certificate to limited partner.
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Upon the return by the Secretary of State pursuant to section 67-245 of a certificate marked filed, the general partners shall promptly deliver or mail a copy of the certificate to each limited partner if the partnership agreement so requires.
Neb. Rev. Stat. § 67-248.01 Restated certificate.
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(a) A limited partnership may, whenever desired, integrate into a single instrument all of the provisions of its certificate of limited partnership which are then in effect as a result of there having been filed with the Secretary of State one or more certificates or other instru…
Neb. Rev. Stat. § 67-248.02 Merger or consolidation; procedure; effect.
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(a)(1) A domestic limited partnership may merge or consolidate with one or more domestic or foreign limited partnerships or other business entities pursuant to an agreement or plan of merger or consolidation adopted in accordance with this section setting forth: (A) The name of e…
Neb. Rev. Stat. § 67-249 Admission of additional limited partners.
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(a) In connection with the formation of a limited partnership, a person acquiring a partnership interest as a limited partner is admitted as a limited partner of the limited partnership on the later to occur of: (1) The date the original certificate of limited partnership is file…
Neb. Rev. Stat. § 67-250 Partnership agreement; classes or groups of limited partners; voting rights specified.
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(a) A partnership agreement may provide for classes or groups of limited partners having such relative rights, powers, and duties as provided in the partnership agreement and may make provision for the future creation in the manner provided in the partnership agreement of additio…
Neb. Rev. Stat. § 67-251 Limited partner; liability to third parties.
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(a) Except as provided in subsection (d) of this section, a limited partner is not liable for the obligations of a limited partnership unless he or she is also a general partner or, in addition to the exercise of his or her rights and powers as a limited partner, he or she partic…
Neb. Rev. Stat. § 67-252 Persons erroneously believing themselves limited partners; liability.
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(a) Except as provided in subsection (b) of this section, a person who makes a contribution to a business enterprise and erroneously but in good faith believes that he or she has become a limited partner in the enterprise is not a general partner in the enterprise and is not boun…
Neb. Rev. Stat. § 67-253 Limited partner; rights; general partner; rights; records.
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(a) Each limited partner has the right, subject to such reasonable conditions, including conditions governing what information and documents are to be furnished, at what time and location, and at whose expense, as may be set forth in the limited partnership agreement or otherwise…
Neb. Rev. Stat. § 67-254 Admission of additional general partners.
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After the filing of a limited partnership's original certificate of limited partnership, additional general partners may be admitted as provided in the partnership agreement or, if the partnership agreement does not provide for the admission of additional general partners, with t…
Neb. Rev. Stat. § 67-255 General partner; status; termination; when.
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Except as approved by the written consent of all partners at the time, a person ceases to be a general partner of a limited partnership upon the happening of any of the following events: (1) The general partner withdraws from the limited partnership as provided in section 67-264;…
Neb. Rev. Stat. § 67-256 General partners; powers and liabilities.
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(a) Except as otherwise provided in the Nebraska Uniform Limited Partnership Act or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions of a partner in a partnership without limited partners. (b) Ex…
Neb. Rev. Stat. § 67-257 Contributions by a general partner; powers and liabilities.
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A general partner of a limited partnership may make contributions to the partnership and share in the profits and losses of, and in distributions from, the limited partnership as a general partner. A general partner also may make contributions to and share in profits, losses, and…
Neb. Rev. Stat. § 67-258 Partnership agreement; classes or groups of general partners; voting rights specified.
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(a) A partnership agreement may provide for classes or groups of general partners having such relative rights, powers, and duties as provided in the partnership agreement and may make provision for the future creation in the manner provided in the partnership agreement of additio…
Neb. Rev. Stat. § 67-259 Form of contribution.
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The contribution of a partner may be in cash, property, or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.
Neb. Rev. Stat. § 67-260 Liability for contributions.
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(a) Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform any promise to contribute cash or property or to perform services even if he or she is unable to perform because of death, disability, or any other reason. If a partn…
Neb. Rev. Stat. § 67-261 Profits and losses; allocation.
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The profits and losses of a limited partnership shall be allocated among the partners, and among classes or groups of partners, in the manner provided in the partnership agreement. If the partnership agreement does not so provide, profits and losses shall be allocated on the basi…
Neb. Rev. Stat. § 67-262 Distributions of assets.
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Distributions of cash or other assets of a limited partnership shall be allocated among the partners, and among classes or groups of partners, in the manner provided in the partnership agreement. If the partnership agreement does not so provide, distributions shall be made on the…
Neb. Rev. Stat. § 67-263 Distributions before withdrawal and dissolution.
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Except as otherwise provided in sections 67-263 to 67-270, a partner is entitled to receive distributions from a limited partnership before his or her withdrawal from the limited partnership and before the dissolution and winding up thereof to the extent and at the times or upon …
Neb. Rev. Stat. § 67-264 Withdrawal of general partner.
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A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners, but if the withdrawal violates the partnership agreement, the limited partnership may recover from the withdrawing general partner damages for breach of the partn…
Neb. Rev. Stat. § 67-265 Withdrawal of limited partner.
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A limited partner may withdraw from a limited partnership at the time or upon the happening of events specified in the partnership agreement and in accordance with the partnership agreement. A partnership agreement may provide that a limited partner may not withdraw from a limite…
Neb. Rev. Stat. § 67-266 Distribution upon withdrawal.
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Except as provided in sections 67-263 to 67-270, upon withdrawal any withdrawing partner is entitled to receive any distribution to which he or she is entitled under the partnership agreement and, if not otherwise provided in the agreement, he or she is entitled to receive, withi…
Neb. Rev. Stat. § 67-267 Distribution in kind; limitation.
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Except as provided in the partnership agreement, a partner, regardless of the nature of his or her contribution, has no right to demand and receive any distribution from a limited partnership in any form other than cash. Except as provided in the partnership agreement, a partner …
Neb. Rev. Stat. § 67-268 Right to distribution; remedies; record date.
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At the time a partner becomes entitled to receive a distribution, he or she has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution. A partnership agreement may provide for the establishment of a reco…
Neb. Rev. Stat. § 67-269 Limitations on distributions.
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A limited partnership shall not make a distribution to a partner to the extent that at the time of the distribution, after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interests a…
Neb. Rev. Stat. § 67-270 Unlawful distribution; liability.
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(a) A limited partner who receives a distribution in violation of section 67-269 and who knew at the time of the distribution that the distribution violated such section shall be liable to the limited partnership for the amount of the distribution. A limited partner who receives …
Neb. Rev. Stat. § 67-271 Partnership interest; personal property; interest in property.
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A partnership interest is personal property. A partner has no interest in specific limited partnership property.
Neb. Rev. Stat. § 67-272 Assignment of partnership interest.
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(a) Except as provided in the partnership agreement: (1) A partnership interest is assignable in whole or in part; (2) an assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights or powers of a partne…
Neb. Rev. Stat. § 67-273 Rights of judgment creditor of a partner.
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On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the partner with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only t…
Neb. Rev. Stat. § 67-274 Assignee becoming limited partner; rights and liabilities.
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(a) An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that (1) the partnership agreement so provides or (2) all other partners consent. An assignee of a partnership interest becomes a limited partn…
Neb. Rev. Stat. § 67-275 Partner's executor or legal representative; exercise of powers.
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If a partner who is an individual dies or a court of competent jurisdiction adjudges him or her to be incompetent to manage his or her person or his or her property, the partner's executor, administrator, guardian, conservator, personal representative, or other legal representati…
Neb. Rev. Stat. § 67-276 Dissolution; when.
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A limited partnership is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following: (1) At the time or upon the happening of events specified in the partnership agreement; (2) Written consent to dissolution of all partners; (3) An event…
Neb. Rev. Stat. § 67-277 Judicial dissolution.
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On application by or for a partner the district court may decree dissolution of a limited partnership whenever it is not reasonably practicable to carry on the business in conformity with the partnership agreement.
Neb. Rev. Stat. § 67-278 Dissolution; right to wind up partnership affairs; powers.
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(a) Except as provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners or a person approved by the limited partners or, if there is more than one class or group of limited partners, then …
Neb. Rev. Stat. § 67-279 Dissolution; distribution of assets.
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(a) Upon the winding up of a limited partnership, the assets shall be distributed as follows: (1) To creditors, including partners who are creditors, to the extent permitted by law, in satisfaction of liabilities of the limited partnership, whether by payment or by the making of …
Neb. Rev. Stat. § 67-280 Foreign limited partnership; law governing.
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Subject to the Constitution of Nebraska, (1) the laws of the state or foreign country under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners and (2) a foreign limited partnership may not be den…
Neb. Rev. Stat. § 67-281 Foreign limited partnership; registration; contents.
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(a) Before transacting business in this state, a foreign limited partnership shall register with the Secretary of State. In order to register, a foreign limited partnership shall submit to the Secretary of State, in duplicate, an application for registration as a foreign limited …
Neb. Rev. Stat. § 67-282 Issuance of registration.
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(a) If the Secretary of State finds that an application for registration conforms to law and all requisite fees have been paid, he or she shall: (1) Endorse on the application the word Filed, and the month, day, and year of the filing thereof; (2) File in his or her office a dupl…
Neb. Rev. Stat. § 67-283 Foreign limited partnership; name; agent.
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(a) A foreign limited partnership may register with the Secretary of State under any name, whether or not it is the name under which it is registered in its state or country of organization, that includes the words limited partnership or limited or the abbreviations L.P. or Ltd. …
Neb. Rev. Stat. § 67-284 Application for registration; amendments.
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If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described have changed making the application false in any respect, the foreign limited partnership shall promptly file in the office of th…
Neb. Rev. Stat. § 67-285 Cancellation of registration; effect.
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A foreign limited partnership may cancel its registration by filing with the Secretary of State a certificate of cancellation signed and sworn to by a general partner together with a fee as set forth in section 67-293. A cancellation does not terminate the authority of the Secret…
Neb. Rev. Stat. § 67-286 Transaction of business without registration; effect.
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(a) A foreign limited partnership transacting business in this state may not maintain any action, suit, or proceeding in any court of this state until it has registered in this state. (b) The failure of a foreign limited partnership to register in this state does not impair the v…
Neb. Rev. Stat. § 67-286.01 Foreign limited partnerships; sections applicable.
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Sections 67-243 and 67-246 shall be applicable to foreign limited partnerships as if they were domestic limited partnerships.
Neb. Rev. Stat. § 67-287 Action by Attorney General.
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The Attorney General may bring an action to restrain a foreign limited partnership from transacting business in this state in violation of sections 67-280 to 67-286.
Neb. Rev. Stat. § 67-288 Limited partner; assignee; right of action.
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A limited partner or an assignee of a limited partner may bring an action in the name of a limited partnership to recover a judgment in its favor if general partners with authority to do so have refused to bring the action or if an effort to cause those general partners to bring …