reglab/housing_qa huggingface dataset:
NE Code § 67-268 (2021)
2021 Nebraska Revised Statutes|Chapter 67 - Partnerships|67-268 - Right to distribution; remedies; record date.

67-268.  Right to distribution; remedies; record date.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 record date with respect to allocations and distributions by a limited partnership.Source   Laws 1981, LB 272, § 36;   Laws 1989, LB 482, § 41.
NE Code § 67-269 (2021)
2021 Nebraska Revised Statutes|Chapter 67 - Partnerships|67-269 - Limitations on distributions.

67-269.  Limitations on distributions.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 and liabilities for which the recourse of creditors is limited to specific property of the limited partnership, exceed the fair value of the partnership assets, except that the fair value of property that is subject to a liability for which recourse of creditors is limited shall be included in the assets of the limited partnership only to the extent that the fair value of that property exceeds that liability.Source   Laws 1981, LB 272, § 37;   Laws 1989, LB 482, § 42.
NE Code § 67-270 (2021)
2021 Nebraska Revised Statutes|Chapter 67 - Partnerships|67-270 - Unlawful distribution; liability.

67-270.  Unlawful distribution; liability.(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 a distribution in violation of such section and who did not know at the time of the distribution that the distribution violated such section shall not be liable for the amount of the distribution. Subject to subsection (b) of this section, this subsection shall not affect any obligation or liability of a limited partner under a partnership agreement or other applicable law for the amount of a distribution.(b) Unless otherwise agreed, a limited partner who receives a distribution from a limited partnership shall have no liability under the Nebraska Uniform Limited Partnership Act or other applicable law for the amount of the distribution after the expiration of three years from the date of the distribution.Source   Laws 1981, LB 272, § 38;   Laws 1989, LB 482, § 43.
NE Code § 67-271 (2021)
2021 Nebraska Revised Statutes|Chapter 67 - Partnerships|67-271 - Partnership interest; personal property; interest in property.

67-271.  Partnership interest; personal property; interest in property.A partnership interest is personal property. A partner has no interest in specific limited partnership property.Source   Laws 1981, LB 272, § 39;   Laws 1989, LB 482, § 44.
NE Code § 67-272 (2021)
2021 Nebraska Revised Statutes|Chapter 67 - Partnerships|67-272 - Assignment of partnership interest.

67-272.  Assignment of partnership interest.(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 partner; (3) an assignment entitles the assignee to share in such profits and losses and to receive such distribution or distributions and such allocation of income, gain, loss, deduction, credit, or similar item to which the assignor would be entitled to the extent assigned; and (4) a partner ceases to be a partner and to have the power to exercise any rights or powers of a partner upon assignment of all his or her partnership interest and the admission of the assignee to the partnership in accordance with section 67-274.(b) The partnership agreement may provide that a partner's interest in a limited partnership may be evidenced by a certificate of partnership interest issued by the limited partnership and may also provide for the assignment or transfer of any partnership interest represented by such a certificate and make other provisions with respect to such certificates.(c) Unless otherwise provided in a partnership agreement and except to the extent assumed by agreement, until an assignee of a partnership interest becomes a partner, the assignee shall have no liability as a partner solely as a result of the assignment.Source   Laws 1981, LB 272, § 40;   Laws 1989, LB 482, § 45.
NE Code § 67-273 (2021)
2021 Nebraska Revised Statutes|Chapter 67 - Partnerships|67-273 - Rights of judgment creditor of a partner.

67-273.  Rights of judgment creditor of a partner.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 the rights of an assignee of the partnership interest. The Nebraska Uniform Limited Partnership Act does not deprive any partner of the benefit of any exemption laws applicable to his or her partnership interest.Source   Laws 1981, LB 272, § 41;   Laws 1989, LB 482, § 46.
NE Code § 67-274 (2021)
2021 Nebraska Revised Statutes|Chapter 67 - Partnerships|67-274 - Assignee becoming limited partner; rights and liabilities.

67-274.  Assignee becoming limited partner; rights and liabilities.(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 partner at the time provided in and upon compliance with the partnership agreement or, if the partnership agreement does not so provide, when all other partners consent to such person's admission as a limited partner and such person's admission as a limited partner is reflected in the records of the limited partnership.(b) An assignee who has become a limited partner has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a limited partner under the partnership agreement and the Nebraska Uniform Limited Partnership Act. An assignee who becomes a limited partner also is liable for the obligations of his or her assignor to make contributions as provided in section 67-260 but is not liable for the obligations of his or her assignor under section 67-270. However, the assignee is not obligated for liabilities unknown to the assignee at the time he or she became a limited partner and which could not be ascertained from the partnership agreement.(c) Whether or not an assignee of a partnership interest becomes a limited partner, the assignor is not released from his or her liability to the limited partnership under section 67-260 unless otherwise provided in the partnership agreement.Source   Laws 1981, LB 272, § 42;   Laws 1989, LB 482, § 47.
NE Code § 67-275 (2021)
2021 Nebraska Revised Statutes|Chapter 67 - Partnerships|67-275 - Partner's executor or legal representative; exercise of powers.

67-275.  Partner's executor or legal representative; exercise of powers.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 representative may exercise all the partner's rights for the purpose of settling his or her estate or administering his or her property, including any power the partner had to give an assignee the right to become a limited partner. If a partner is a corporation, limited liability company, trust, or other entity and is dissolved or terminated, the powers of that partner may be exercised by its legal representative or successor.Source   Laws 1981, LB 272, § 43;   Laws 1993, LB 121, § 405.
NE Code § 67-276 (2021)
2021 Nebraska Revised Statutes|Chapter 67 - Partnerships|67-276 - Dissolution; when.

67-276.  Dissolution; when.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 of withdrawal of a general partner unless at the time there is at least one other general partner and the partnership agreement permits the business of the limited partnership to be carried on by the remaining general partner and that partner does so, but the limited partnership is not dissolved and is not required to be wound up by reason of any event of withdrawal if (i) all partners have previously consented in the partnership agreement or otherwise to have a specific person designated as a general partner or (ii) within one hundred eighty days after the withdrawal, all partners other than the withdrawn general partner agree in writing to continue the business of the limited partnership and to the appointment of one or more additional general partners if necessary or desired; or(4) Entry of a decree of judicial dissolution under section 67-277.Source   Laws 1981, LB 272, § 44;   Laws 1989, LB 482, § 48.
NE Code § 67-277 (2021)
2021 Nebraska Revised Statutes|Chapter 67 - Partnerships|67-277 - Judicial dissolution.

67-277.  Judicial dissolution.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.Source  Laws 1981, LB 272, § 45.
NE Code § 67-278 (2021)
2021 Nebraska Revised Statutes|Chapter 67 - Partnerships|67-278 - Dissolution; right to wind up partnership affairs; powers.

67-278.  Dissolution; right to wind up partnership affairs; powers.(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 by each class or group of limited partners, but in either case, by limited partners who own more than fifty percent of the then current percentage or other interest in the profits of the limited partnership owned by all of the limited partners or by the limited partners in each class or group as appropriate, may wind up the limited partnership's affairs; but the district court may wind up the limited partnership's affairs upon application of any partner or his or her legal representative or assignee and in connection with winding up such affairs may appoint a liquidating trustee.(b) Upon dissolution of a limited partnership and until the filing of a certificate of cancellation as provided in section 67-242, the persons winding up the limited partnership's affairs may, in the name of and for and on behalf of the limited partnership, prosecute and defend suits, whether civil, criminal, or administrative, gradually settle and close the limited partnership's business, dispose of and convey the limited partnership's property, discharge the limited partnership's liabilities, and distribute to the partners any remaining assets of the limited partnership, all without affecting the liability of the limited partners.Source   Laws 1981, LB 272, § 46;   Laws 1989, LB 482, § 49.
NE Code § 67-279 (2021)
2021 Nebraska Revised Statutes|Chapter 67 - Partnerships|67-279 - Dissolution; distribution of assets.

67-279.  Dissolution; distribution of assets.(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 reasonable provision for payment thereof, other than liabilities for distributions to partners under section 67-263 or 67-266;(2) Except as provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions under section 67-263 or 67-266; and(3) Except as provided in the partnership agreement, to partners first for the return of their contributions and secondly respecting their partnership interest, in the proportions in which the partners share in distributions.(b) A limited partnership which has dissolved shall pay or make reasonable provision to pay all claims and obligations, including all contingent, conditional, or unmatured claims and obligations, known to the limited partnership and all claims and obligations which are known to the limited partnership but for which the identity of the claimant is unknown. If there are sufficient assets, such claims and obligations shall be paid in full and any such provision for payment made shall be made in full. If there are insufficient assets, such claims and obligations shall be paid or provided for according to their priority and, among claims and obligations of equal priority, ratably to the extent of assets available therefor. Unless otherwise provided in a partnership agreement, any remaining assets shall be distributed as provided in the Nebraska Uniform Limited Partnership Act. Any liquidating trustee winding up a limited partnership's affairs who has complied with this section shall not be personally liable to the claimants of the dissolved limited partnership by reason of such person's actions in winding up the limited partnership.Source   Laws 1981, LB 272, § 47;   Laws 1989, LB 482, § 50.
NE Code § 67-280 (2021)
2021 Nebraska Revised Statutes|Chapter 67 - Partnerships|67-280 - Foreign limited partnership; law governing.

67-280.  Foreign limited partnership; law governing.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 denied registration by reason of any difference between those laws and the laws of this state.Source   Laws 1981, LB 272, § 48;   Laws 1989, LB 482, § 51.
NE Code § 67-281 (2021)
2021 Nebraska Revised Statutes|Chapter 67 - Partnerships|67-281 - Foreign limited partnership; registration; contents.

67-281.  Foreign limited partnership; registration; contents.(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 partnership, signed and sworn to by a general partner and setting forth:(1) The name of the foreign limited partnership and, if different, the name under which it proposes to register and transact business in this state;(2) The state or country and date of its formation;(3) A statement that the Secretary of State is appointed the agent of the foreign limited partnership for service of process if no agent has been appointed under subdivision (4) of this subsection, if an agent has been appointed but the agent's authority has been revoked, or if an agent has been appointed but cannot be found or served with the exercise of reasonable diligence;(4) The name and street address and post office box number, if any, of any agent for service of process on the foreign limited partnership whom the foreign limited partnership elects to appoint. The agent must be an individual resident of this state, a domestic corporation, a foreign corporation having a place of business in and authorized to do business in this state, a domestic limited liability company, or a foreign limited liability company having a place of business in and authorized to do business in this state;(5) The address of the office required to be maintained in the state or country of its organization by the laws of that state or country or, if not so required, of the principal office of the foreign limited partnership; and(6) The name and business, residence, or mailing address of each of the general partners.(b) A foreign limited partnership or a partnership, limited liability company, or corporation formed or organized under the laws of any foreign country or other foreign jurisdiction or the laws of any state other than this state shall not be deemed to be doing business in this state solely by reason of its being a partner in a domestic limited partnership.Source   Laws 1981, LB 272, § 49;   Laws 1983, LB 447, § 80;   Laws 1989, LB 482, § 52;   Laws 1993, LB 121, § 406;  Laws 2008, LB383, § 4.
NE Code § 67-282 (2021)
2021 Nebraska Revised Statutes|Chapter 67 - Partnerships|67-282 - Issuance of registration.

67-282.  Issuance of registration.(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 duplicate original of the application; and(3) Issue a certificate of registration to transact business in this state.(b) The certificate of registration, together with a duplicate original of the application, shall be returned to the person who filed the application or his or her representative.Source  Laws 1981, LB 272, § 50.
NE Code § 67-284 (2021)
2021 Nebraska Revised Statutes|Chapter 67 - Partnerships|67-284 - Application for registration; amendments.

67-284.  Application for registration; amendments.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 the Secretary of State a certificate, signed and sworn to by a general partner, correcting such statement.Source   Laws 1981, LB 272, § 52;   Laws 1989, LB 482, § 54.
NE Code § 67-285 (2021)
2021 Nebraska Revised Statutes|Chapter 67 - Partnerships|67-285 - Cancellation of registration; effect.

67-285.  Cancellation of registration; effect.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 Secretary of State to accept service of process for the foreign limited partnership with respect to causes of action arising out of the transaction of business in this state.Source   Laws 1981, LB 272, § 53;   Laws 1983, LB 447, § 81;   Laws 1989, LB 482, § 55.
NE Code § 67-286 (2021)
2021 Nebraska Revised Statutes|Chapter 67 - Partnerships|67-286 - Transaction of business without registration; effect.

67-286.  Transaction of business without registration; effect.(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 validity of any contract or act of the foreign limited partnership or the right of any other party to the contract to maintain any action, suit, or proceeding on the contract or prevent the foreign limited partnership from defending any action, suit, or proceeding in any court of this state.(c) A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of having transacted business in this state without registration.(d) Transaction of business in this state without registration by a foreign limited partnership shall constitute sufficient contact with this state for the exercise of personal jurisdiction over the partnership in any action arising out of its activity in this state.Source   Laws 1981, LB 272, § 54;   Laws 1983, LB 447, § 82;   Laws 1989, LB 482, § 56.
NE Code § 67-286.01 (2021)
2021 Nebraska Revised Statutes|Chapter 67 - Partnerships|67-286.01 - Foreign limited partnerships; sections applicable.

67-286.01.  Foreign limited partnerships; sections applicable.Sections 67-243 and 67-246 shall be applicable to foreign limited partnerships as if they were domestic limited partnerships.Source  Laws 1989, LB 482, § 57.
NE Code § 67-287 (2021)
2021 Nebraska Revised Statutes|Chapter 67 - Partnerships|67-287 - Action by Attorney General.

67-287.  Action by Attorney General.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.Source  Laws 1981, LB 272, § 55.
NE Code § 67-288 (2021)
2021 Nebraska Revised Statutes|Chapter 67 - Partnerships|67-288 - Limited partner; assignee; right of action.

67-288.  Limited partner; assignee; right of action.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 the action is not likely to succeed.Source   Laws 1981, LB 272, § 56;   Laws 1989, LB 482, § 58.
NE Code § 67-289 (2021)
2021 Nebraska Revised Statutes|Chapter 67 - Partnerships|67-289 - Derivative action; proper plaintiff.

67-289.  Derivative action; proper plaintiff.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 her by operation of law or pursuant to the terms of the partnership agreement from a person who was a partner at the time of the transaction, or (3) his or her status as an assignee of a partner must have devolved upon him or her pursuant to the terms of the assignment from a person who was a partner or an assignee of a partner at the time of the transaction.Source   Laws 1981, LB 272, § 57;   Laws 1989, LB 482, § 59.
NE Code § 67-290 (2021)
2021 Nebraska Revised Statutes|Chapter 67 - Partnerships|67-290 - Derivative action; complaint; requirements.

67-290.  Derivative action; complaint; requirements.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.Source  Laws 1981, LB 272, § 58.
NE Code § 67-291 (2021)
2021 Nebraska Revised Statutes|Chapter 67 - Partnerships|67-291 - Derivative action; expenses; attorney's fees.

67-291.  Derivative action; expenses; attorney's fees.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 shall direct him or her to remit to the limited partnership the remainder of those proceeds received by him or her.Source  Laws 1981, LB 272, § 59. Annotations Under this section, the court may award expenses, including attorney fees, as a separate component of the judgment. This section then requires that in a derivative action, the plaintiff may retain the portion of the judgment awarded as expenses, but any additional proceeds of the judgment that the plaintiff receives must be remitted to the partnership. Fitzgerald v. Community Redevelopment Corp., 283 Neb. 428, 811 N.W.2d 178 (2012).