reglab/statecodes huggingface dataset:
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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).
2023 Nebraska Revised Statutes › Chapter 67 - Partnerships › 67-293 - Filing fees; disposition.

67-293.
Filing fees; disposition.
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 84-511, except that the filing fee for filing a certificate of limited partnership pursuant to section 67-240 and for filing an application for registration as a foreign limited partnership pursuant to section 67-281 shall be one hundred ten dollars if the filing is submitted in writing and one hundred dollars if the filing is submitted electronically pursuant to section 84-511. A fee of one dollar per page shall be paid for a certified copy of any document on file pursuant to the act. The fees for filings pursuant to the act shall be paid to the Secretary of State and by him or her remitted to the State Treasurer. The State Treasurer shall credit sixty percent of such fees to the General Fund and forty percent of such fees to the Secretary of State Cash Fund.
Source
Laws 1981, LB 272, § 61;
Laws 1983, LB 617, § 12;
Laws 1989, LB 482, § 60;
Laws 1990, LB 1228, § 8;
Laws 1994, LB 1004, § 6;
Laws 1994, LB 1066, § 59;
Laws 2003, LB 357, § 10;
Laws 2020, LB910, § 27.
2023 Nebraska Revised Statutes › Chapter 67 - Partnerships › 67-294 - Uniform Partnership Act of 1998; applicability.

67-294.
Uniform Partnership Act of 1998; applicability.
In any case not provided for in the Nebraska Uniform Limited Partnership Act, the Uniform Partnership Act of 1998 shall govern.
Source
Laws 1981, LB 272, § 62;
Laws 1989, LB 482, § 61;
Laws 1997, LB 523, § 70;
Laws 2008, LB707, § 1.
Cross References
Uniform Partnership Act of 1998, see section 67-401.
2023 Nebraska Revised Statutes › Chapter 67 - Partnerships › 67-295 - Act, how construed.

67-295.
Act, how construed.
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.
Source
Laws 1981, LB 272, § 63;
Laws 1989, LB 482, § 62.
2023 Nebraska Revised Statutes › Chapter 67 - Partnerships › 67-296 - Act, how cited.

67-296.
Act, how cited.
Sections 67-233 to 67-2,100 shall be known and may be cited as the Nebraska Uniform Limited Partnership Act.
Source
Laws 1981, LB 272, § 64;
Laws 1989, LB 482, § 63;
Laws 2012, LB1018, § 14.
2023 Nebraska Revised Statutes › Chapter 67 - Partnerships › 67-297 - Conversion; plan.

67-297.
Conversion; plan.
(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 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 partnership into such other type of entity shall be made pursuant to a plan of conversion setting forth the information required in subdivision (b)(1) of this section 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 partnership by each general partner and by the limited partners who own in the aggregate more than a fifty percent interest in the profits of such limited partnership owned by all of the limited partners or, if there is more than one class or group of limited partners, then by limited partners of each class or group of limited partners, in either case, who own in the aggregate more than fifty percent of the then current percentage of other interest in the profits of such limited partnership owned by all of the limited partners in each such class or group. 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.
(b)(1) A plan of conversion shall be in a record and shall include all of the following:
(A) The name of the domestic limited partnership before conversion;
(B) The name and form of the converted entity after conversion;
(C) The terms and conditions of the conversion, including the manner and basis for converting the interests of the limited partnership into any combination of obligations, interests, or rights in the converted organization or other consideration; and
(D) The organizational documents of the converted business entity.
(2) For purposes of this section, record means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.
Source
Laws 2012, LB1018, § 10.
2023 Nebraska Revised Statutes › Chapter 67 - Partnerships › 67-298 - Conversion; articles of conversion.

67-298.
Conversion; articles of conversion.
(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 converted into another entity;
(2) The name and form of the other entity and the jurisdiction of its governing statute;
(3) The date the conversion is effective under the governing statute of the converted entity;
(4) A statement that the conversion was approved as required by sections 67-446 to 67-453;
(5) A statement that the conversion was approved as required by the governing statute of the converted entity; and
(6) A domestic limited partnership converting into a foreign limited liability company shall deliver to the office of the Secretary of State for filing (A) a certificate which sets forth all of the information required to be in the certificate or other instrument of conversion filed pursuant to the laws under which the resulting foreign limited liability company is formed and (B) an agreement that the resulting foreign limited liability company may be served with process within or outside this state in any proceeding in the courts of this state for the enforcement of any obligation of the former domestic corporation.
(b) The conversion shall become effective as provided by the Nebraska Uniform Limited Liability Company Act, the Uniform Partnership Act of 1998, or the governing statute of the foreign limited liability company.
Source
Laws 2012, LB1018, § 11;
Laws 2013, LB283, § 3.
Cross References
Nebraska Uniform Limited Liability Company Act, see section 21-101.
Uniform Partnership Act of 1998, see section 67-401.
2023 Nebraska Revised Statutes › Chapter 67 - Partnerships › 67-299 - Effect of conversion.

67-299.
Effect of conversion.
(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) All property owned by the converting entity remains vested in the converted entity. The converting entity shall file a certificate of conversion in the office of the register of deeds for each county in which the converting entity owns real property. Such certificate of conversion shall be indexed against the real property owned;
(2) All debts, liabilities, and other obligations of the converting entity continue as obligations of the converted entity;
(3) An action or proceeding pending by or against the converting entity may be continued as if the conversion had not occurred;
(4) The shares or interests of the converting entity are reclassified into shares, interests, other securities, obligations, rights to acquire shares, interests, or other securities, or into cash or other property in accordance with the plan of conversion and the partners, limited partners, or interest holders of the converting entity are entitled only to the rights provided to them under the terms of the conversion and to any appraisal rights they may have under the organic law of the converting entity; and
(5) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the converting entity remain vested in the converted entity and, except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect.
(c) A converted entity that is a foreign limited liability company consents to the jurisdiction of the courts of this state to enforce any obligation owed by the converting corporation if, before the conversion, the converting corporation was subject to suit in this state on the obligation.
Source
Laws 2012, LB1018, § 12.
2023 Nebraska Revised Statutes › Chapter 67 - Partnerships › 67-2,100 - Existing conversion; effect.

67-2,100.
Existing conversion; effect.
Any conversion of a limited partnership to a limited liability company filed with the Secretary of State's office and existing on or before July 19, 2012, shall continue to be valid.
Source
Laws 2012, LB1018, § 13.
2023 Nebraska Revised Statutes › Chapter 67 - Partnerships › 67-401 - Act, how cited.

67-401.
Act, how cited.
Sections 67-401 to 67-467 shall be known and may be cited as the Uniform Partnership Act of 1998.
Source
Laws 1997, LB 523, § 1;
Laws 2016, LB1050, § 1.
2023 Nebraska Revised Statutes › Chapter 67 - Partnerships › 67-402 - Terms, defined.

67-402.
Terms, defined.
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 successor statute of general application; or
(b) A comparable order under federal, state, or foreign law governing insolvency;
(3) Distribution means a transfer of money or other property from a partnership to a partner in the partner's capacity as a partner or to the partner's transferee;
(4) Foreign limited liability partnership means a partnership that:
(a) Is formed under laws other than the laws of this state; and
(b) Has the status of a limited liability partnership under those laws;
(5) Limited liability partnership means a partnership that has filed a statement of qualification under section 67-454 and does not have a similar statement in effect in any other jurisdiction;
(6) Partnership means an association of two or more persons to carry on as co-owners a business for profit formed under section 67-410, predecessor law, or comparable law of another jurisdiction;
(7) Partnership agreement means the agreement, whether written, oral, or implied, among the partners concerning the partnership, including amendments to the partnership agreement;
(8) Partnership at will means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking;
(9) Partnership interest or partner's interest in the partnership means all of a partner's interests in the partnership, including the partner's transferable interest and all management and other rights;
(10) Person means an individual, corporation, limited liability company, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision, agency, or instrumentality, or any other legal or commercial entity;
(11) Property means all property, real, personal, or mixed, tangible or intangible, or any interest therein;
(12) State means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico, or any territory or insular possession subject to the jurisdiction of the United States;
(13) Statement means a statement of partnership authority under section 67-415, a statement of denial under section 67-416, a statement of dissociation under section 67-437, a statement of dissolution under section 67-443, a statement of merger under section 67-452, a statement of qualification under section 67-454, a statement of foreign qualification under section 67-458, or an amendment or cancellation of any of the foregoing; and
(14) Transfer includes an assignment, conveyance, lease, mortgage, deed, and encumbrance.
Source
Laws 1997, LB 523, § 2.
2023 Nebraska Revised Statutes › Chapter 67 - Partnerships › 67-403 - Knowledge and notice.

67-403.
Knowledge and notice.
(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) A person notifies or gives a notification to another by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person learns of it.
(4) A person receives a notification when the notification:
(a) Comes to the person's attention; or
(b) Is duly delivered at the person's place of business or at any other place held out by the person as a place for receiving communications.
(5) Except as otherwise provided in subsection (6) of this section, a person other than an individual knows, has notice, or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction knows, has notice, or receives a notification of the fact, or in any event when the fact would have been brought to the individual's attention if the person had exercised reasonable diligence. The person exercises reasonable diligence if it maintains reasonable routines for communicating significant information to the individual conducting the transaction and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual's regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.
(6) A partner's knowledge, notice, or receipt of a notification of a fact relating to the partnership is effective immediately as knowledge by, notice to, or receipt of a notification by the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner.
Source
Laws 1997, LB 523, § 3.
2023 Nebraska Revised Statutes › Chapter 67 - Partnerships › 67-404 - Effect of partnership agreement; nonwaivable provisions.

67-404.
Effect of partnership agreement; nonwaivable provisions.
(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 of 1998 governs relations among the partners and between the partners and the partnership.
(2) The partnership agreement may not:
(a) Vary the rights and duties under section 67-406 except to eliminate the duty to provide copies of statements to all of the partners;
(b) Unreasonably restrict the right of access to books and records under subsection (2) of section 67-423;
(c) Eliminate the duty of loyalty under subsection (2) of section 67-424 or subdivision (2)(c) of section 67-433, but:
(i) The partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; or
(ii) All of the partners or a number or percentage specified in the partnership agreement may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;
(d) Unreasonably reduce the duty of care under subsection (3) of section 67-424 or subdivision (2)(c) of section 67-433;
(e) Eliminate the obligation of good faith and fair dealing under subsection (4) of section 67-424, but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;
(f) Vary the power to dissociate as a partner under subsection (1) of section 67-432, except to require the notice under subdivision (1) of section 67-431 to be in writing;
(g) Vary the right of a court to expel a partner in the events specified in subdivision (5) of section 67-431;
(h) Vary the requirement to wind up the partnership business in cases specified in subdivision (4), (5), or (6) of section 67-439;
(i) Vary the law applicable to a limited liability partnership under subsection (2) of section 67-407; or
(j) Restrict rights of third parties under the act.
Source
Laws 1997, LB 523, § 4.
Annotations
Under subsection (1) of this section, relations among the partners and between the partners and the partnership are also governed by the partnership agreement. Fredericks Peebles v. Assam, 300 Neb. 670, 915 N.W.2d 770 (2018).
Except for limited exceptions, the provisions of the Uniform Partnership Act of 1998 are default rules that govern the relations among partners in situations they have not addressed in a partnership agreement. Shoemaker v. Shoemaker, 275 Neb. 112, 745 N.W.2d 299 (2008).
2023 Nebraska Revised Statutes › Chapter 67 - Partnerships › 67-405 - Supplemental principles of law.

67-405.
Supplemental principles of law.
(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.
Source
Laws 1997, LB 523, § 5;
Laws 2015, LB247, § 1.
Annotations
Under the former law, if an obligation to pay interest arises and the rate is not specified, the rate is that specified in section 45-104.01. Robertson v. Jacobs Cattle Co., 285 Neb. 859, 830 N.W.2d 191 (2013).
2023 Nebraska Revised Statutes › Chapter 67 - Partnerships › 67-406 - Execution, filing, and recording of statements.

67-406.
Execution, filing, and recording of statements.
(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 with respect to partnership property located in or transactions that occur in this state.
(2) For transfers of real property, a certified copy of a statement that has been filed in the office of the Secretary of State and recorded in the office of the register of deeds has the effect provided for recorded statements in the act. A recorded statement that is not a certified copy of a statement filed in the office of the Secretary of State does not have the effect provided for recorded statements in the act.
(3) A statement filed by a partnership must be executed by at least two partners. Other statements must be executed by a partner or other person authorized by the act. An individual who executes a statement as, or on behalf of, a partner or other person named as a partner in a statement shall personally declare under penalty of perjury that the contents of the statement are accurate.
(4) A person authorized by the act to file a statement may amend or cancel the statement by filing an amendment or cancellation that names the partnership, identifies the statement, and states the substance of the amendment or cancellation.
(5) A person who files a statement pursuant to this section shall promptly send a copy of the statement to every nonfiling partner and to any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or other person does not limit the effectiveness of the statement as to a person not a partner.
(6) The Secretary of State may collect a fee for filing or providing a certified copy of a statement as provided in section 67-462. The register of deeds may collect a fee for recording a statement as provided in section 33-109.
Source
Laws 1997, LB 523, § 6.
2023 Nebraska Revised Statutes › Chapter 67 - Partnerships › 67-407 - Governing law.

67-407.
Governing law.
(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 among the partners and between the partners and the partnership and the liability of partners for an obligation of a limited liability partnership.
Source
Laws 1997, LB 523, § 7.
2023 Nebraska Revised Statutes › Chapter 67 - Partnerships › 67-409 - Partnership as entity; limited liability partnership; treatment.

67-409.
Partnership as entity; limited liability partnership; treatment.
(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 family, or a trust created for the benefit of a member of that family, related to one another within the fourth degree of kindred according to the rules of civil law, or their spouses, at least one of whom is a person residing on or actively engaged in the day-to-day labor and management of the farm or ranch and none of whom are nonresident aliens, is not a syndicate for purposes of Article XII, section 8, of the Constitution of Nebraska. A limited liability partnership continues to be the same entity that existed before the filing of a statement of qualification under section 67-454.
Source
Laws 1997, LB 523, § 9.
Note:
Article XII, section 8, of the Constitution of Nebraska is unconstitutional as a violation of the dormant Commerce Clause, Jones v. Gale, 470 F.3d 1261 (8th Cir. 2006).
2023 Nebraska Revised Statutes › Chapter 67 - Partnerships › 67-412 - When property is partnership property.

67-412.
When property is partnership property.
(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 indication of the name of the partnership.
(2) Property is acquired in the name of the partnership by a transfer to:
(a) The partnership in its name; or
(b) One or more partners in their capacity as partners in the partnership, if the name of the partnership is indicated in the instrument transferring title to the property.
(3) Property is presumed to be partnership property if purchased with partnership assets, even if not acquired in the name of the partnership or of 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.
(4) Property acquired in the name of one or more of the partners, without 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 and without use of partnership assets, is presumed to be separate property, even if used for partnership purposes.
Source
Laws 1997, LB 523, § 12.
Annotations
In determining whether a party has rebutted the presumption in subsection (3) of this section, no single factor or combination of factors is dispositive. Mogensen v. Mogensen, 273 Neb. 208, 729 N.W.2d 44 (2007).
The presumption in subsection (3) of this section can apply when the partnership provides only a portion of the purchase price, and it can apply even though a third party who is not a partner to the firm holds title. Mogensen v. Mogensen, 273 Neb. 208, 729 N.W.2d 44 (2007).
2023 Nebraska Revised Statutes › Chapter 67 - Partnerships › 67-413 - Partner agent of partnership.

67-413.
Partner agent of partnership.
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 in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership, unless the partner had no authority to act for the partnership in the particular matter and the person with whom the partner was dealing knew or had received a notification that the partner lacked authority; and
(2) An act of a partner which is not apparently for carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership only if the act was authorized by the other partners.
Source
Laws 1997, LB 523, § 13.