reglab/housing_qa huggingface dataset:
NE Code § 67-244 (2021)
2021 Nebraska Revised Statutes|Chapter 67 - Partnerships|67-244 - Certificate or agreement; execution or filing by judicial act.

67-244.  Certificate or agreement; execution or filing by judicial act.(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 court finds that it is proper for the certificate to be executed and that any person so designated has failed or refused to execute or file the certificate, it shall order the Secretary of State to execute and record an appropriate certificate.(b) If a person required to execute a partnership agreement or amendment of an agreement 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 of the partnership agreement or amendment of the agreement. If the court finds that the partnership agreement or amendment should be executed and that any person so designated has failed or refused to do so, it shall enter an order granting appropriate relief.Source   Laws 1981, LB 272, § 12;   Laws 1989, LB 482, § 17.
NE Code § 67-245 (2021)
2021 Nebraska Revised Statutes|Chapter 67 - Partnerships|67-245 - Filing in office of Secretary of State; facsimile signature.

67-245.  Filing in office of Secretary of State; facsimile signature.(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 who executes a certificate as an agent, attorney in fact, or fiduciary need not exhibit evidence of his or her authority as a prerequisite to filing. Unless the Secretary of State finds that any certificate does not conform to law, upon receipt of all filing fees required by law he or she shall:(1) Certify that the certificate of limited partnership, the certificate of amendment, the restated certificate of limited partnership, or the certificate of cancellation or any judicial decree of amendment or cancellation has been filed in his or her office by endorsing upon both duplicate originals the word Filed and the date of the filing. This endorsement shall be conclusive of the date of its filing in the absence of proof of actual fraud;(2) File one duplicate original in his or her office; and(3) Return the other duplicate original to the person who filed it or his or her representative.(b) Upon the later of the filing of a certificate of amendment or judicial decree of amendment in the office of the Secretary of State or the future effective date of a certificate of amendment or judicial decree of amendment, the certificate of limited partnership shall be amended as set forth in such certificate or decree, and upon the later of the filing of a certificate of cancellation or judicial decree of cancellation or upon the future effective date of a certificate of cancellation or a judicial decree of cancellation, the certificate of limited partnership shall be canceled.(c) A fee as set forth in section 67-293 shall be paid at the time of the filing of a certificate of limited partnership, a certificate of amendment, or a certificate of cancellation.(d) Any signature on any certificate authorized to be filed with the Secretary of State under any provision of the Nebraska Uniform Limited Partnership Act may be a facsimile.Source   Laws 1981, LB 272, § 13;   Laws 1989, LB 482, § 18;   Laws 1990, LB 1228, § 4.
NE Code § 67-246 (2021)
2021 Nebraska Revised Statutes|Chapter 67 - Partnerships|67-246 - Liability for false statement in certificate; general partner; failure to file; liability.

67-246.  Liability for false statement in certificate; general partner; failure to file; liability.(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 statement to be false at the time the certificate was executed; and(2) Any general partner who thereafter knows that any arrangement or other fact described in the certificate is false in any material respect or has changed, making the statement false in any material respect, if the general partner had sufficient time to cancel or amend the certificate or to file a petition for its cancellation or amendment under section 67-244 before the statement was reasonably relied upon.(b) No general partner shall have any liability for failing to cause the amendment or cancellation of a certificate to be filed or for failing to file a petition for its amendment or cancellation pursuant to subsection (a) of this section if the certificate of amendment, certificate of cancellation, or petition is filed within ninety days of the day when such general partner knew or should have known, to the extent provided in subsection (a) of this section, that the statement in the certificate was false in any material respect.Source   Laws 1981, LB 272, § 14;   Laws 1989, LB 482, § 19.
NE Code § 67-247 (2021)
2021 Nebraska Revised Statutes|Chapter 67 - Partnerships|67-247 - Filing of certificate; effect.

67-247.  Filing of certificate; effect.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 limited partnership by section 67-240 and subsection (h) of section 67-241, but it is not notice of any other fact.Source   Laws 1981, LB 272, § 15;   Laws 1989, LB 482, § 20.
NE Code § 67-248 (2021)
2021 Nebraska Revised Statutes|Chapter 67 - Partnerships|67-248 - Delivery of certificate to limited partner.

67-248.  Delivery of certificate to limited partner.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.Source   Laws 1981, LB 272, § 16;   Laws 1989, LB 482, § 21.
NE Code § 67-249 (2021)
2021 Nebraska Revised Statutes|Chapter 67 - Partnerships|67-249 - Admission of additional limited partners.

67-249.  Admission of additional limited partners.(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 filed; or(2) The time provided in the partnership agreement or, if no such time is provided in the agreement, when the person's admission is reflected in the records of the limited partnership.(b) After the formation of a limited partnership, a person may be admitted as an additional limited partner:(1) In the case of a person acquiring a partnership interest directly from the limited partnership, upon compliance with the partnership agreement or, if the partnership agreement does not so provide, upon the written consent of all partners and when the person's admission is reflected in the records of the limited partnership; and(2) In the case of an assignee of a partnership interest, as provided in section 67-274.Source   Laws 1981, LB 272, § 17;   Laws 1989, LB 482, § 24.
NE Code § 67-250 (2021)
2021 Nebraska Revised Statutes|Chapter 67 - Partnerships|67-250 - Partnership agreement; classes or groups of limited partners; voting rights specified.

67-250.  Partnership agreement; classes or groups of limited partners; voting rights specified.(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 additional classes or groups of limited partners having such relative rights, powers, and duties as may from time to time be established, including rights, powers, and duties senior to existing classes or groups of limited partners. A partnership agreement may provide for the taking of an action, including the amendment of the partnership agreement, without the vote or approval of any limited partner or class or group of limited partners, including an action to create under the provisions of the partnership agreement a class or group of partnership interests that was not previously outstanding.(b) Subject to section 67-251, the partnership agreement may grant to all or a specified class or group of the limited partners the right to vote on a per capita or other basis separately or with all or any class or group of the limited partners or the general partners upon any matter.(c) A partnership agreement which grants a right to vote to any class or group of limited partners may set forth provisions relating to notice of the time, place, or purpose of any meeting at which any matter is to be voted on by any limited partners, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy, or any other matter with respect to the exercise of any such right to vote.Source   Laws 1981, LB 272, § 18;   Laws 1989, LB 482, § 25.
NE Code § 67-252 (2021)
2021 Nebraska Revised Statutes|Chapter 67 - Partnerships|67-252 - Persons erroneously believing themselves limited partners; liability.

67-252.  Persons erroneously believing themselves limited partners; liability.(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 bound by its obligations by reason of making the contribution, receiving distributions from the enterprise, or exercising any rights of a limited partner if within a reasonable time, not less than thirty days, after ascertaining the mistake he or she:(1) Causes an appropriate certificate of limited partnership or a certificate of amendment to be executed and filed; or(2) Takes the necessary action to withdraw from the enterprise.(b) A person who makes a contribution of the kind described in subsection (a) of this section is liable as a general partner to any third party who transacts business with the enterprise prior to the occurrence of either of the events referred to in such subsection if (1) such person knew or should have known either that no certificate has been filed or that the certificate inaccurately refers to him or her as a general partner and (2) the third party actually believed in good faith that such person was a general partner at the time of the transaction, acted in reasonable reliance on such belief, and extended credit to the enterprise in reasonable reliance on the credit of such person.Source   Laws 1981, LB 272, § 20;   Laws 1989, LB 482, § 27.
NE Code § 67-253 (2021)
2021 Nebraska Revised Statutes|Chapter 67 - Partnerships|67-253 - Limited partner; rights; general partner; rights; records.

67-253.  Limited partner; rights; general partner; rights; records.(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 established by the general partners, to obtain from the general partners from time to time upon reasonable demand for any purpose reasonably related to the limited partner's interest as a limited partner (1) true and full information regarding the status of the business and financial condition of the limited partnership, (2) promptly after becoming available, a copy of the limited partnership's federal, state, and local income tax returns for each year, (3) a current list of the full name and last-known business, residence, or mailing address of each partner, (4) a copy of the partnership agreement and certificate of limited partnership and all certificates of amendment thereto and executed copies of any powers of attorney pursuant to which the partnership agreement and any certificate and all amendments thereto have been executed to the extent such powers of attorney are in the possession of one or more of the general partners, (5) true and full information regarding the amount of cash and a description and statement of the agreed value of any other property or services contributed by each partner and which each partner has agreed to contribute in the future and the date on which each became a partner, and (6) other information regarding the affairs of the limited partnership as is just and reasonable.(b) A general partner shall have the right to keep confidential from limited partners for such period of time as the general partner deems reasonable any information which the general partner reasonably believes to be in the nature of trade secrets or other information the disclosure of which the general partner in good faith believes is not in the best interest of the limited partnership or could damage the limited partnership or its business or which the limited partnership is required by law or by agreement with a third party to keep confidential.(c) A limited partnership may maintain its records in other than a written form if such form is capable of conversion into written form within a reasonable time.(d) Any demand under this section shall be in writing and shall state the purpose of such demand.Source   Laws 1981, LB 272, § 21;   Laws 1982, LB 589, § 4;   Laws 1989, LB 482, § 28.
NE Code § 67-254 (2021)
2021 Nebraska Revised Statutes|Chapter 67 - Partnerships|67-254 - Admission of additional general partners.

67-254.  Admission of additional general partners.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 the written consent of all partners.Source   Laws 1981, LB 272, § 22;   Laws 1982, LB 589, § 5;   Laws 1989, LB 482, § 29.
NE Code § 67-256 (2021)
2021 Nebraska Revised Statutes|Chapter 67 - Partnerships|67-256 - General partners; powers and liabilities.

67-256.  General partners; powers and liabilities.(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) Except as otherwise provided in the Nebraska Uniform Limited Partnership Act, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to persons other than the partnership and the other partners. Except as otherwise provided in the act or in the partnership agreement, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to the partnership and to the other partners.Source   Laws 1981, LB 272, § 24;   Laws 1989, LB 482, § 31.
NE Code § 67-257 (2021)
2021 Nebraska Revised Statutes|Chapter 67 - Partnerships|67-257 - Contributions by a general partner; powers and liabilities.

67-257.  Contributions by a general partner; powers and liabilities.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 distributions as a limited partner. A person who is both a general partner and a limited partner has the rights and powers, and is subject to the restrictions and liabilities, of a general partner and, except as provided in the partnership agreement, also has the rights and powers, and is subject to the restrictions, of a limited partner to the extent of his or her participation in the partnership as a limited partner.Source   Laws 1981, LB 272, § 25;   Laws 1989, LB 482, § 32.
NE Code § 67-258 (2021)
2021 Nebraska Revised Statutes|Chapter 67 - Partnerships|67-258 - Partnership agreement; classes or groups of general partners; voting rights specified.

67-258.  Partnership agreement; classes or groups of general partners; voting rights specified.(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 additional classes or groups of general partners having such relative rights, powers, and duties as may from time to time be established, including rights, powers, and duties senior to existing classes or groups of general partners. A partnership agreement may provide for the taking of an action, including the amendment of the partnership agreement, without the vote or approval of any general partner or class or group of general partners, including an action to create under the provisions of the partnership agreement a class or group of partnership interests that was not previously outstanding.(b) The partnership agreement may grant to all or certain identified general partners or a specified class or group of the general partners the right to vote, on a per capita or any other basis, separately or with all or any class or group of the limited partners or the general partners, on any matter.(c) A partnership agreement which grants a right to vote to any class or group of general partners may set forth provisions relating to notice of the time, place, or purpose of any meeting at which any matter is to be voted on by any general partners, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy, or any other matter with respect to the exercise of any such right to vote.Source   Laws 1981, LB 272, § 26;   Laws 1989, LB 482, § 33.
NE Code § 67-259 (2021)
2021 Nebraska Revised Statutes|Chapter 67 - Partnerships|67-259 - Form of contribution.

67-259.  Form of contribution.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.Source  Laws 1981, LB 272, § 27.
NE Code § 67-261 (2021)
2021 Nebraska Revised Statutes|Chapter 67 - Partnerships|67-261 - Profits and losses; allocation.

67-261.  Profits and losses; allocation.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 basis of the agreed value, as stated in the records of the limited partnership, of the contributions made by each partner to the extent they have been received by the limited partnership and have not been returned.Source   Laws 1981, LB 272, § 29;   Laws 1989, LB 482, § 35.
NE Code § 67-262 (2021)
2021 Nebraska Revised Statutes|Chapter 67 - Partnerships|67-262 - Distributions of assets.

67-262.  Distributions of assets.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 basis of the agreed value, as stated in the records of the limited partnership, of the contributions made by each partner to the extent they have been received by the limited partnership and have not been returned.Source   Laws 1981, LB 272, § 30;   Laws 1989, LB 482, § 36.
NE Code § 67-263 (2021)
2021 Nebraska Revised Statutes|Chapter 67 - Partnerships|67-263 - Distributions before withdrawal and dissolution.

67-263.  Distributions before withdrawal and dissolution.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 the happening of the events specified in the partnership agreement.Source   Laws 1981, LB 272, § 31;   Laws 1989, LB 482, § 37.
NE Code § 67-264 (2021)
2021 Nebraska Revised Statutes|Chapter 67 - Partnerships|67-264 - Withdrawal of general partner.

67-264.  Withdrawal of general partner.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 partnership agreement, including to the extent stated in the partnership agreement a forfeiture of the withdrawing general partner's partnership interest, and may offset the damages against the amount otherwise distributable to him or her in addition to any remedies available under applicable law.Source   Laws 1981, LB 272, § 32;   Laws 1989, LB 482, § 38.
NE Code § 67-265 (2021)
2021 Nebraska Revised Statutes|Chapter 67 - Partnerships|67-265 - Withdrawal of limited partner.

67-265.  Withdrawal of limited partner.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 limited partnership or assign a partnership interest in a limited partnership prior to the dissolution and winding up of the limited partnership. If the partnership agreement does not specify the time or the events upon the happening of which a limited partner may or may not withdraw or a definite time for the dissolution and winding up of the limited partnership, a limited partner may withdraw upon not less than six months' prior written notice to each general partner at his or her address as set forth in the certificate of limited partnership filed in the office of the Secretary of State.Source   Laws 1981, LB 272, § 33;   Laws 1989, LB 482, § 39.
NE Code § 67-266 (2021)
2021 Nebraska Revised Statutes|Chapter 67 - Partnerships|67-266 - Distribution upon withdrawal.

67-266.  Distribution upon withdrawal.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, within a reasonable time after withdrawal, the fair value of his or her interest in the limited partnership as of the date of withdrawal based upon his or her right to share in distributions from the limited partnership.Source  Laws 1981, LB 272, § 34.
NE Code § 67-267 (2021)
2021 Nebraska Revised Statutes|Chapter 67 - Partnerships|67-267 - Distribution in kind; limitation.

67-267.  Distribution in kind; limitation.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 may not be compelled to accept a distribution of any asset in kind from a limited partnership to the extent that the percentage of the asset distributed to him or her exceeds a percentage of that asset which is equal to the percentage in which he or she shares in distributions from the limited partnership.Source   Laws 1981, LB 272, § 35;   Laws 1989, LB 482, § 40.