Chapter 67, PARTNERSHIPS
139 sections in this chapter.
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 …
Neb. Rev. Stat. § 67-289 Derivative action; proper plaintiff.
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In a derivative action, the plaintiff must be a partner or an assignee of a partner at the time of bringing the action and (1) must have been a partner at the time of the transaction of which he or she complains, (2) his or her status as a partner must have devolved upon him or h…
Neb. Rev. Stat. § 67-290 Derivative action; complaint; requirements.
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In a derivative action, the complaint shall set forth with particularity the effort of the plaintiff to secure initiation of the action by a general partner or the reasons for not making the effort.
Neb. Rev. Stat. § 67-291 Derivative action; expenses; attorney's fees.
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If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise, or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, and shal…
Neb. Rev. Stat. § 67-293 Filing fees; disposition.
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The filing fee for all filings pursuant to the Nebraska Uniform Limited Partnership Act, including amendments and name reservation, shall be thirty dollars if the filing is submitted in writing and twenty-five dollars if the filing is submitted electronically pursuant to section …
Neb. Rev. Stat. § 67-294 Uniform Partnership Act of 1998; applicability.
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In any case not provided for in the Nebraska Uniform Limited Partnership Act, the Uniform Partnership Act of 1998 shall govern.
Neb. Rev. Stat. § 67-295 Act, how construed.
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The Nebraska Uniform Limited Partnership Act shall be so 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. § 67-296 Act, how cited.
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Sections 67-233 to 67-2,100 shall be known and may be cited as the Nebraska Uniform Limited Partnership Act.
Neb. Rev. Stat. § 67-297 Conversion; plan.
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(a) A domestic limited partnership may convert into a domestic partnership pursuant to sections 67-446 to 67-453. A domestic limited partnership may convert into a domestic limited liability company pursuant to sections 21-170 to 21-184 and may convert into a foreign limited liab…
Neb. Rev. Stat. § 67-298 Conversion; articles of conversion.
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(a) After a plan of conversion is approved, a domestic limited partnership that is being converted shall deliver to the Secretary of State for filing articles of conversion which shall include all of the following: (1) A statement that the domestic limited partnership has been co…
Neb. Rev. Stat. § 67-299 Effect of conversion.
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(a) A domestic limited partnership that has been converted pursuant to the Nebraska Uniform Limited Partnership Act is for all purposes the same domestic limited partnership that existed before the conversion. (b) When a conversion takes effect, all of the following apply: (1) Al…
Neb. Rev. Stat. § 67-401 Act, how cited.
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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.
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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.
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(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.
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(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.
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(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.
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(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.
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(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.
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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.
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(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.
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(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.
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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.
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(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.
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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.
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(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.
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(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.
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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.
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(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.
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(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.
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(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.
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(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.
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(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.
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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.
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(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.
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(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.
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(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.
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(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.
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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.
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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.
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(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…