reglab/housing_qa huggingface dataset:
NE Code § 67-430 (2021)
2021 Nebraska Revised Statutes|Chapter 67 - Partnerships|67-430 - Partner's transferable interest subject to charging order.

67-430.  Partner's transferable interest subject to charging order.(1) On application by a judgment creditor of a partner or of a partner's transferee, a court having jurisdiction may charge the transferable interest of the judgment debtor to satisfy the judgment. The court may appoint a receiver of the share of the distributions due or to become due to the judgment debtor in respect of the partnership and make all other orders, directions, accounts, and inquiries the judgment debtor might have made or which the circumstances of the case may require.(2) A charging order constitutes a lien on the judgment debtor's transferable interest in the partnership. The court may order a foreclosure of the interest subject to the charging order at any time. The purchaser at the foreclosure sale has the rights of a transferee.(3) At any time before foreclosure, an interest charged may be redeemed:(a) By the judgment debtor;(b) With property other than partnership property, by one or more of the other partners; or(c) With partnership property, by one or more of the other partners with the consent of all of the partners whose interests are not so charged.(4) The Uniform Partnership Act of 1998 does not deprive a partner of a right under exemption laws with respect to the partner's interest in the partnership.(5) This section provides the exclusive remedy by which a judgment creditor of a partner or partner's transferee may satisfy a judgment out of the judgment debtor's transferable interest in the partnership.Source  Laws 1997, LB 523, § 30.
NE Code § 67-432 (2021)
2021 Nebraska Revised Statutes|Chapter 67 - Partnerships|67-432 - Partner's power to dissociate; wrongful dissociation.

67-432.  Partner's power to dissociate; wrongful dissociation.(1) A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to subdivision (1) of section 67-431.(2) A partner's dissociation is wrongful only if:(a) It is in breach of an express provision of the partnership agreement; or(b) In the case of a partnership for a definite term or particular undertaking, before the expiration of the term or the completion of the undertaking:(i) The partner withdraws by express will, unless the withdrawal follows within ninety days after another partner's dissociation by death or otherwise under subdivisions (6) through (10) of section 67-431 or wrongful dissociation under this subsection;(ii) The partner is expelled by judicial determination under subdivision (5) of section 67-431;(iii) The partner is dissociated by becoming a debtor in bankruptcy; or(iv) In the case of a partner who is not an individual, trust other than a business trust, or estate, the partner is expelled or otherwise dissociated because it willfully dissolved or terminated.(3) A partner who wrongfully dissociates is liable to the partnership and to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the partner to the partnership or to the other partners.Source  Laws 1997, LB 523, § 32.
NE Code § 67-433 (2021)
2021 Nebraska Revised Statutes|Chapter 67 - Partnerships|67-433 - Effect of partner's dissociation.

67-433.  Effect of partner's dissociation.(1) If a partner's dissociation results in a dissolution and winding up of the partnership business, sections 67-439 to 67-445 apply; otherwise, sections 67-434 to 67-438 apply.(2) Upon a partner's dissociation:(a) The partner's right to participate in the management and conduct of the partnership business terminates, except as otherwise provided in section 67-441;(b) The partner's duty of loyalty under subdivision (2)(c) of section 67-424 terminates; and(c) The partner's duty of loyalty under subdivisions (2)(a) and (2)(b) of section 67-424 and duty of care under subsection (3) of section 67-424 continue only with regard to matters arising and events occurring before the partner's dissociation, unless the partner participates in winding up the partnership's business pursuant to section 67-441.Source  Laws 1997, LB 523, § 33. Annotations  Under subsection (1) of this section, the 1998 Uniform Partnership Act creates separate paths through which a dissociated partner can recover partnership interests—dissolution with winding up of partnership business or mandatory buyout. Shoemaker v. Shoemaker, 275 Neb. 112, 745 N.W.2d 299 (2008). When a partnership agreement mandates a buyout of a withdrawing partner's interest but fails to specify a remedy for the partnership's failure to pay, or to timely pay, the buyout price, the default rules for mandatory buyouts apply. Shoemaker v. Shoemaker, 275 Neb. 112, 745 N.W.2d 299 (2008).
NE Code § 67-435 (2021)
2021 Nebraska Revised Statutes|Chapter 67 - Partnerships|67-435 - Dissociated partner's power to bind and liability to partnership.

67-435.  Dissociated partner's power to bind and liability to partnership.(1) For two years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under sections 67-446 to 67-453, is bound by an act of the dissociated partner which would have bound the partnership under section 67-413 before dissociation only if at the time of entering into the transaction the other party:(a) Reasonably believed that the dissociated partner was then a partner;(b) Did not have notice of the partner's dissociation; and(c) Is not deemed to have had knowledge under subsection (5) of section 67-415 or notice under subsection (3) of section 67-437.(2) A dissociated partner is liable to the partnership for any damage caused to the partnership arising from an obligation incurred by the dissociated partner after dissociation for which the partnership is liable under subsection (1) of this section.Source  Laws 1997, LB 523, § 35.
NE Code § 67-436 (2021)
2021 Nebraska Revised Statutes|Chapter 67 - Partnerships|67-436 - Dissociated partner's liability to other persons.

67-436.  Dissociated partner's liability to other persons.(1) A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in subsection (2) of this section.(2) A partner who dissociates without resulting in a dissolution and winding up of the partnership business is liable as a partner to the other party in a transaction entered into by the partnership, or a surviving partnership under sections 67-446 to 67-453, within two years after the partner's dissociation, only if the partner is liable for the obligation under section 67-418 and at the time of entering into the transaction the other party:(a) Reasonably believed that the dissociated partner was then a partner;(b) Did not have notice of the partner's dissociation; and(c) Is not deemed to have had knowledge under subsection (5) of section 67-415 or notice under subsection (3) of section 67-437.(3) By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation.(4) A dissociated partner is released from liability for a partnership obligation if a partnership creditor, with notice of the partner's dissociation but without the partner's consent, agrees to a material alteration in the nature or time of payment of a partnership obligation.Source  Laws 1997, LB 523, § 36.
NE Code § 67-437 (2021)
2021 Nebraska Revised Statutes|Chapter 67 - Partnerships|67-437 - Statement of dissociation.

67-437.  Statement of dissociation.(1) A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership and that the partner is dissociated from the partnership.(2) A statement of dissociation is a limitation on the authority of a dissociated partner for the purposes of subsections (4) and (5) of section 67-415.(3) For the purposes of subdivision (1)(c) of section 67-435 and subdivision (2)(c) of section 67-436, a person not a partner is deemed to have notice of the dissociation ninety days after the statement of dissociation is filed.Source  Laws 1997, LB 523, § 37.
NE Code § 67-438 (2021)
2021 Nebraska Revised Statutes|Chapter 67 - Partnerships|67-438 - Continued use of partnership name.

67-438.  Continued use of partnership name.Continued use of a partnership name, or a dissociated partner's name as part thereof, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership continuing the business.Source  Laws 1997, LB 523, § 38.
NE Code § 67-440 (2021)
2021 Nebraska Revised Statutes|Chapter 67 - Partnerships|67-440 - Partnership continues after dissolution.

67-440.  Partnership continues after dissolution.(1) Subject to subsection (2) of this section, a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed.(2) At any time after the dissolution of a partnership and before the winding up of its business is completed, all of the partners, including any dissociating partner other than a wrongfully dissociating partner, may waive the right to have the partnership's business wound up and the partnership terminated. In that event:(a) The partnership resumes carrying on its business as if dissolution had never occurred, and any liability incurred by the partnership or a partner after the dissolution and before the waiver is determined as if dissolution had never occurred; and(b) The rights of a third party accruing under subdivision (1) of section 67-442 or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver may not be adversely affected.Source  Laws 1997, LB 523, § 40.
NE Code § 67-441 (2021)
2021 Nebraska Revised Statutes|Chapter 67 - Partnerships|67-441 - Right to wind up partnership business.

67-441.  Right to wind up partnership business.(1) After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership's business, but on application of any partner, partner's legal representative, or transferee, the district court in the county where the chief executive office is or was last located or the district court of Lancaster County, for good cause shown, may order judicial supervision of the winding up.(2) The legal representative of the last surviving partner may wind up a partnership's business.(3) A person winding up a partnership's business may preserve the partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, settle and close the partnership's business, dispose of and transfer the partnership's property, discharge the partnership's liabilities, distribute the assets of the partnership pursuant to section 67-445, settle disputes by mediation or arbitration, and perform other necessary acts.Source  Laws 1997, LB 523, § 41.
NE Code § 67-442 (2021)
2021 Nebraska Revised Statutes|Chapter 67 - Partnerships|67-442 - Partner's power to bind partnership after dissolution.

67-442.  Partner's power to bind partnership after dissolution.Subject to section 67-443, a partnership is bound by a partner's act after dissolution that:(1) Is appropriate for winding up the partnership business; or(2) Would have bound the partnership under section 67-413 before dissolution, if the other party to the transaction did not have notice of the dissolution.Source  Laws 1997, LB 523, § 42.
NE Code § 67-443 (2021)
2021 Nebraska Revised Statutes|Chapter 67 - Partnerships|67-443 - Statement of dissolution.

67-443.  Statement of dissolution.(1) After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business.(2) A statement of dissolution cancels a filed statement of partnership authority for the purposes of subsection (4) of section 67-415 and is a limitation on authority for the purposes of subsection (5) of section 67-415.(3) For the purposes of sections 67-413 and 67-442, a person not a partner is deemed to have notice of the dissolution and the limitation on the partners' authority as a result of the statement of dissolution ninety days after it is filed.(4) After filing and, if appropriate, recording a statement of dissolution, a dissolved partnership may file and, if appropriate, record a statement of partnership authority which will operate with respect to a person not a partner as provided in subsections (4) and (5) of section 67-415 in any transaction, whether or not the transaction is appropriate for winding up the partnership business.Source  Laws 1997, LB 523, § 43.
NE Code § 67-444 (2021)
2021 Nebraska Revised Statutes|Chapter 67 - Partnerships|67-444 - Partner's liability to other partners after dissolution.

67-444.  Partner's liability to other partners after dissolution.(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 dissolution, incurs a partnership liability under subdivision (2) of section 67-442 by an act that is not appropriate for winding up the partnership business is liable to the partnership for any damage caused to the partnership arising from the liability.Source  Laws 1997, LB 523, § 44.
NE Code § 67-446 (2021)
2021 Nebraska Revised Statutes|Chapter 67 - Partnerships|67-446 - Terms, defined.

67-446.  Terms, defined.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 the Nebraska Uniform Limited Partnership Act, predecessor law, or comparable law of another jurisdiction; and(4) Partner includes both a general partner and a limited partner.Source  Laws 1997, LB 523, § 46. Cross References  Nebraska Uniform Limited Partnership Act, see section 67-296.
NE Code § 67-447 (2021)
2021 Nebraska Revised Statutes|Chapter 67 - Partnerships|67-447 - Conversion of partnership to limited partnership.

67-447.  Conversion of partnership to limited partnership.(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 partnership agreement.(3) After the conversion is approved by the partners, the partnership shall file a certificate of limited partnership in the jurisdiction in which the limited partnership is to be formed. The certificate must include:(a) A statement that the partnership was converted to a limited partnership from a partnership;(b) Its former name; and(c) A statement of the number of votes cast by the partners for and against the conversion and, if the vote is less than unanimous, the number or percentage required to approve the conversion under the partnership agreement.(4) The conversion takes effect when the certificate of limited partnership is filed or at any later date specified in the certificate. Within ten business days after the certificate of limited partnership takes effect, a partnership converting to a limited partnership shall send written notice of conversion to the last-known address of any holder of a security interest in collateral of such partnership.(5) A general partner who becomes a limited partner as a result of the conversion remains liable as a general partner for an obligation incurred by the partnership before the conversion takes effect. If the other party to a transaction with the limited partnership reasonably believes when entering the transaction that the limited partner is a general partner, the limited partner is liable for an obligation incurred by the limited partnership within ninety days after the conversion takes effect. The limited partner's liability for all other obligations of the limited partnership incurred after the conversion takes effect is that of a limited partner as provided in the Nebraska Uniform Limited Partnership Act.Source   Laws 1997, LB 523, § 47;  Laws 2017, LB99, § 6.  Cross References  Nebraska Uniform Limited Partnership Act, see section 67-296.
NE Code § 67-448 (2021)
2021 Nebraska Revised Statutes|Chapter 67 - Partnerships|67-448 - Conversion of limited partnership to partnership.

67-448.  Conversion of limited partnership to partnership.(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 the partners.(3) After the conversion is approved by the partners, the limited partnership shall cancel its certificate of limited partnership.(4) The conversion takes effect when the certificate of limited partnership is canceled. Within ten business days after the certificate of limited partnership is canceled, a limited partnership converting into a partnership shall send written notice of conversion to the last-known address of any holder of a security interest in collateral of such limited partnership.(5) A limited partner who becomes a general partner as a result of the conversion remains liable only as a limited partner for an obligation incurred by the limited partnership before the conversion takes effect. Except as otherwise provided in section 67-418, the partner is liable as a general partner for an obligation of the partnership incurred after the conversion takes effect.Source   Laws 1997, LB 523, § 48;  Laws 2017, LB99, § 7.
NE Code § 67-448.01 (2021)
2021 Nebraska Revised Statutes|Chapter 67 - Partnerships|67-448.01 - Domestic partnership; conversion into domestic limited liability company or foreign limited liability company; procedure; notice to holder of security interest.

67-448.01.  Domestic partnership; conversion into domestic limited liability company or foreign limited liability company; procedure; notice to holder of security interest.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 liability company. In each case, the conversion of a domestic partnership into such limited liability company shall be made pursuant to a plan of conversion setting forth the information required in section 21-175 and such information required pursuant to the statute under which such conversion shall be effected. Unless otherwise provided in its organizational documents, a plan of conversion shall be approved by the domestic partnership by partners who own in the aggregate more than fifty percent of the interests in the profits of such partnership. Notwithstanding such approval, at any time before the articles of conversion are filed, a plan of conversion may be terminated or amended pursuant to a provision for such termination or amendment contained in the plan of conversion. Within ten business days after the articles of conversion take effect, a domestic partnership converting into a domestic limited liability company or a foreign limited liability company shall send written notice of such conversion to the last-known address of any holder of a security interest in collateral of such partnership.Source  Laws 2016, LB1050, § 2;  Laws 2017, LB99, § 8.
NE Code § 67-448.02 (2021)
2021 Nebraska Revised Statutes|Chapter 67 - Partnerships|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.

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.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 foreign limited liability company. In each case, the conversion of a domestic limited liability partnership into such limited liability company shall be made pursuant to a plan of conversion setting forth the information required in section 21-175 and such information required pursuant to the statute under which such conversion shall be effected. Unless otherwise provided in its organizational documents, a plan of conversion shall be approved by the domestic limited liability partnership by partners who own in the aggregate more than fifty percent of the interests in the profits of such limited liability partnership. Notwithstanding such approval, at any time before the articles of conversion are filed, a plan of conversion may be terminated or amended pursuant to a provision for such termination or amendment contained in the plan of conversion. Within ten business days after the articles of conversion take effect, a domestic limited liability partnership converting into a domestic limited liability company or a foreign limited liability company shall send written notice of such conversion to the last-known address of any holder of a security interest in collateral of such limited liability partnership.Source  Laws 2016, LB1050, § 3;  Laws 2017, LB99, § 9.
NE Code § 67-449 (2021)
2021 Nebraska Revised Statutes|Chapter 67 - Partnerships|67-449 - Effect of conversion; entity unchanged.

67-449.  Effect of conversion; entity unchanged.(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 partnership remains vested in the converted entity;(b) All obligations of the converting partnership or limited partnership continue as obligations of the converted entity; and(c) An action or proceeding pending against the converting partnership or limited partnership may be continued as if the conversion had not occurred.Source  Laws 1997, LB 523, § 49.