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2023 Nebraska Revised Statutes › Chapter 67 - Partnerships › 67-414 - Transfer of partnership property.

67-414.
Transfer of partnership property.
(1) Partnership property may be transferred as follows:
(a) Subject to the effect of a statement of partnership authority under section 67-415, partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partnership name;
(b) Partnership property held in the name of one or more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held; or
(c) Partnership property held in the name of one or more persons other than the partnership, without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.
(2) A partnership may recover partnership property from a transferee only if it proves that execution of the instrument of initial transfer did not bind the partnership under section 67-413 and:
(a) As to a subsequent transferee who gave value for property transferred under subdivisions (1)(a) and (1)(b) of this section, proves that the subsequent transferee knew or had received a notification that the person who executed the instrument of initial transfer lacked authority to bind the partnership; or
(b) As to a transferee who gave value for property transferred under subdivision (1)(c) of this section, proves that the transferee knew or had received a notification that the property was partnership property and that the person who executed the instrument of initial transfer lacked authority to bind the partnership.
(3) A partnership may not recover partnership property from a subsequent transferee if the partnership would not have been entitled to recover the property, under subsection (2) of this section, from any earlier transferee of the property.
(4) If a person holds all of the partners' interests in the partnership, all of the partnership property vests in that person. The person may execute a document in the name of the partnership to evidence vesting of the property in that person and may file or record the document.
Source
Laws 1997, LB 523, § 14.
2023 Nebraska Revised Statutes › Chapter 67 - Partnerships › 67-416 - Statement of denial.

67-416.
Statement of denial.
A partner or other person named as a partner in a filed statement of partnership authority or in a list maintained by an agent pursuant to subsection (2) of section 67-415 may file a statement of denial stating the name of the partnership and the fact that is being denied, which may include denial of a person's authority or status as a partner. A statement of denial is a limitation on authority as provided in subsections (4) and (5) of section 67-415.
Source
Laws 1997, LB 523, § 16.
2023 Nebraska Revised Statutes › Chapter 67 - Partnerships › 67-417 - Partnership liable for partner's actionable conduct.

67-417.
Partnership liable for partner's actionable conduct.
(1) A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a partner acting in the ordinary course of business of the partnership or with authority of the partnership.
(2) If, in the course of the partnership's business or while acting with authority of the partnership, a partner receives or causes the partnership to receive money or property of a person not a partner, and the money or property is misapplied by a partner, the partnership is liable for the loss.
Source
Laws 1997, LB 523, § 17.
2023 Nebraska Revised Statutes › Chapter 67 - Partnerships › 67-418 - Partner's liability.

67-418.
Partner's liability.
(1) Except as otherwise provided in subsections (2) and (3) of this section, all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law.
(2) A person admitted as a partner into an existing partnership is not personally liable for any partnership obligation incurred before the person's admission as a partner.
(3) An obligation of a partnership incurred while the partnership is a limited liability partnership, whether arising in contract, tort, or otherwise, is solely the obligation of the partnership. A partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such an obligation solely by reason of being or so acting as a partner. This subsection applies notwithstanding anything inconsistent in the partnership agreement that existed immediately before the vote required to become a limited liability partnership under subsection (2) of section 67-454.
Source
Laws 1997, LB 523, § 18.
2023 Nebraska Revised Statutes › Chapter 67 - Partnerships › 67-419 - Actions by and against partnership and partners.

67-419.
Actions by and against partnership and partners.
(1) A partnership may sue and be sued in the name of the partnership.
(2) An action may be brought against the partnership and, to the extent not inconsistent with section 67-418, any or all of the partners in the same action or in separate actions.
(3) A judgment against a partnership is not by itself a judgment against a partner. A judgment against a partnership may not be satisfied from a partner's assets unless there is also a judgment against the partner.
(4) A judgment creditor of a partner may not levy execution against the assets of the partner to satisfy a judgment based on a claim against the partnership unless the partner is personally liable for the claim under section 67-418 and:
(a) A judgment based on the same claim has been obtained against the partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;
(b) The partnership is a debtor in bankruptcy;
(c) The partner has agreed that the creditor need not exhaust partnership assets;
(d) A court grants permission to the judgment creditor to levy execution against the assets of a partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of partnership assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court's equitable powers; or
(e) Liability is imposed on the partner by law or contract independent of the existence of the partnership.
(5) This section applies to any partnership liability or obligation resulting from a representation by a partner or purported partner under section 67-420.
Source
Laws 1997, LB 523, § 19.
2023 Nebraska Revised Statutes › Chapter 67 - Partnerships › 67-420 - Liability of purported partner.

67-420.
Liability of purported partner.
(1) If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one or more persons not partners, the purported partner is liable to a person to whom the representation is made, if that person, relying on the representation, enters into a transaction with the actual or purported partnership. If the representation, either by the purported partner or by a person with the purported partner's consent, is made in a public manner, the purported partner is liable to a person who relies upon the purported partnership even if the purported partner is not aware of being held out as a partner to the claimant. If partnership liability results, the purported partner is liable with respect to that liability as if the purported partner were a partner. If no partnership liability results, the purported partner is liable with respect to that liability jointly and severally with any other person consenting to the representation.
(2) If a person is thus represented to be a partner in an existing partnership, or with one or more persons not partners, the purported partner is an agent of persons consenting to the representation to bind them to the same extent and in the same manner as if the purported partner were a partner, with respect to persons who enter into transactions in reliance upon the representation. If all of the partners of the existing partnership consent to the representation, a partnership act or obligation results. If fewer than all of the partners of the existing partnership consent to the representation, the person acting and the partners consenting to the representation are jointly and severally liable.
(3) A person is not liable as a partner merely because the person is named by another in a statement of partnership authority.
(4) A person does not continue to be liable as a partner merely because of a failure to file a statement of dissociation or to amend a statement of partnership authority to indicate the partner's dissociation from the partnership.
(5) Except as otherwise provided in subsections (1) and (2) of this section, persons who are not partners as to each other are not liable as partners to other persons.
Source
Laws 1997, LB 523, § 20.
2023 Nebraska Revised Statutes › Chapter 67 - Partnerships › 67-421 - Partner's rights and duties.

67-421.
Partner's rights and duties.
(1) Each partner is deemed to have an account that is:
(a) Credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner's share of the partnership profits; and
(b) Charged with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, distributed by the partnership to the partner and the partner's share of the partnership losses.
(2) Each partner is entitled to an equal share of the partnership profits and is chargeable with a share of the partnership losses in proportion to the partner's share of the profits.
(3) A partnership shall reimburse a partner for payments made and indemnify a partner for liabilities incurred by the partner in the ordinary course of the business of the partnership or for the preservation of its business or property.
(4) A partnership shall reimburse a partner for an advance to the partnership beyond the amount of capital the partner agreed to contribute.
(5) A payment or advance made by a partner which gives rise to a partnership obligation under subsection (3) or (4) of this section constitutes a loan to the partnership which accrues interest from the date of the payment or advance.
(6) Each partner has equal rights in the management and conduct of the partnership business.
(7) A partner may use or possess partnership property only on behalf of the partnership.
(8) A partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation for services rendered in winding up the business of the partnership.
(9) A person may become a partner only with the consent of all of the partners.
(10) A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business of a partnership and an amendment to the partnership agreement may be undertaken only with the consent of all of the partners.
(11) This section does not affect the obligations of a partnership to other persons under section 67-413.
Source
Laws 1997, LB 523, § 21.
2023 Nebraska Revised Statutes › Chapter 67 - Partnerships › 67-423 - Partner's rights and duties with respect to information.

67-423.
Partner's rights and duties with respect to information.
(1) A partnership shall keep its books and records, if any, at its chief executive office.
(2) A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and records pertaining to the period during which they were partners. The right of access provides the opportunity to inspect and copy books and records during ordinary business hours. A partnership may impose a reasonable charge, covering the costs of labor and material, for copies of documents furnished.
(3) Each partner and the partnership shall furnish to a partner, and to the legal representative of a deceased partner or partner under legal disability:
(a) Without demand, any information concerning the partnership's business and affairs reasonably required for the proper exercise of the partner's rights and duties under the partnership agreement or the Uniform Partnership Act of 1998; and
(b) On demand, any other information concerning the partnership's business and affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.
Source
Laws 1997, LB 523, § 23.
2023 Nebraska Revised Statutes › Chapter 67 - Partnerships › 67-424 - General standards of partner's conduct.

67-424.
General standards of partner's conduct.
(1) The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care set forth in subsections (2) and (3) of this section.
(2) A partner's duty of loyalty to the partnership and the other partners is limited to the following:
(a) To account to the partnership and hold as trustee for it any property, profit, or benefit derived by the partner in the conduct and winding up of the partnership business or derived from a use by the partner of partnership property, including the appropriation of a partnership opportunity;
(b) To refrain from dealing with the partnership in the conduct or winding up of the partnership business as or on behalf of a party having an interest adverse to the partnership; and
(c) To refrain from competing with the partnership in the conduct of the partnership business before the dissolution of the partnership.
(3) A partner's duty of care to the partnership and the other partners in the conduct and winding up of the partnership business is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.
(4) A partner shall discharge the duties to the partnership and the other partners under the Uniform Partnership Act of 1998 or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing.
(5) A partner does not violate a duty or obligation under the act or under the partnership agreement merely because the partner's conduct furthers the partner's own interest.
(6) A partner may lend money to and transact other business with the partnership, and as to each loan or transaction the rights and obligations of the partner are the same as those of a person who is not a partner, subject to other applicable law.
(7) This section applies to a person winding up the partnership business as the personal or legal representative of the last surviving partner as if the person were a partner.
Source
Laws 1997, LB 523, § 24.
2023 Nebraska Revised Statutes › Chapter 67 - Partnerships › 67-425 - Actions by partnership and partners.

67-425.
Actions by partnership and partners.
(1) A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership.
(2) A partner may maintain an action against the partnership or another partner for legal or equitable relief, with or without an accounting as to partnership business, to:
(a) Enforce the partner's rights under the partnership agreement;
(b) Enforce the partner's rights under the Uniform Partnership Act of 1998, including:
(i) The partner's rights under section 67-421, 67-423, or 67-424;
(ii) The partner's right on dissociation to have the partner's interest in the partnership purchased pursuant to section 67-434 or enforce any other right under sections 67-431 to 67-433 or 67-434 to 67-438; or
(iii) The partner's right to compel a dissolution and winding up of the partnership business under section 67-439 or enforce any other right under sections 67-439 to 67-445; or
(c) Enforce the rights and otherwise protect the interests of the partner, including rights and interests arising independently of the partnership relationship.
(3) The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law.
Source
Laws 1997, LB 523, § 25.
2023 Nebraska Revised Statutes › Chapter 67 - Partnerships › 67-426 - Continuation of partnership beyond definite term or particular undertaking.

67-426.
Continuation of partnership beyond definite term or particular undertaking.
(1) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, so far as is consistent with a partnership at will.
(2) If the partners, or those of them who habitually acted in the business during the term or undertaking, continue the business without any settlement or liquidation of the partnership, they are presumed to have agreed that the partnership will continue.
Source
Laws 1997, LB 523, § 26.
2023 Nebraska Revised Statutes › Chapter 67 - Partnerships › 67-428 - Partner's transferable interest in partnership.

67-428.
Partner's transferable interest in partnership.
The only transferable interest of a partner in the partnership is the partner's share of the profits and losses of the partnership and the partner's right to receive distributions. The interest is personal property.
Source
Laws 1997, LB 523, § 28.
2023 Nebraska Revised Statutes › Chapter 67 - Partnerships › 67-429 - Transfer of partner's transferable interest.

67-429.
Transfer of partner's transferable interest.
(1) A transfer, in whole or in part, of a partner's transferable interest in the partnership:
(a) Is permissible;
(b) Does not by itself cause the partner's dissociation or a dissolution and winding up of the partnership business; and
(c) Does not, as against the other partners or the partnership, entitle the transferee, during the continuance of the partnership, to participate in the management or conduct of the partnership business, to require access to information concerning partnership transactions, or to inspect or copy the partnership books or records.
(2) A transferee of a partner's transferable interest in the partnership has a right:
(a) To receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled;
(b) To receive upon the dissolution and winding up of the partnership business, in accordance with the transfer, the net amount otherwise distributable to the transferor; and
(c) To seek under subdivision (6) of section 67-439 a judicial determination that it is equitable to wind up the partnership business.
(3) In a dissolution and winding up, a transferee is entitled to an account of partnership transactions only from the date of the latest account agreed to by all of the partners.
(4) Upon transfer, the transferor retains the rights and duties of a partner other than the interest in distributions transferred.
(5) A partnership need not give effect to a transferee's rights under this section until it has notice of the transfer.
(6) A transfer of a partner's transferable interest in the partnership in violation of a restriction on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer.
Source
Laws 1997, LB 523, § 29.
2023 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.
2023 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.
2023 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).
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 Nebraska Revised Statutes › Chapter 67 - Partnerships › 67-450 - Merger of partnerships.

67-450.
Merger of partnerships.
(1) Pursuant to a plan of merger approved as provided in subsection (3) of this section, a partnership may be merged with one or more partnerships or limited partnerships.
(2) The plan of merger must set forth:
(a) The name of each partnership or limited partnership that is a party to the merger;
(b) The name of the surviving entity into which the other partnerships or limited partnerships will merge;
(c) Whether the surviving entity is a partnership or a limited partnership and the status of each partner;
(d) The terms and conditions of the merger;
(e) The manner and basis of converting the interests of each party to the merger into interests or obligations of the surviving entity or into money or other property in whole or in part; and
(f) The street address of the surviving entity's chief executive office.
(3) The plan of merger must be approved in the case of a partnership that is a party to the merger, by all of the partners, or a number or percentage specified for merger in the partnership agreement.
(4) After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan.
(5) The merger takes effect on the later of:
(a) The approval of the plan of merger by all parties to the merger, as provided in subsection (3) of this section;
(b) The filing of all documents required by law to be filed as a condition to the effectiveness of the merger; or
(c) Any effective date specified in the plan of merger.
Source
Laws 1997, LB 523, § 50;
Laws 2012, LB1018, § 15.
2023 Nebraska Revised Statutes › Chapter 67 - Partnerships › 67-452 - Statement of merger.

67-452.
Statement of merger.
(1) After a merger, the surviving partnership or limited partnership may file a statement that one or more partnerships or limited partnerships have merged into the surviving entity.
(2) A statement of merger must contain:
(a) The name of each partnership or limited partnership that is a party to the merger;
(b) The name of the surviving entity into which the other partnerships or limited partnership were merged;
(c) The street address of the surviving entity's chief executive office and of an office in this state, if any; and
(d) Whether the surviving entity is a partnership or a limited partnership.
(3) Except as otherwise provided in subsection (4) of this section, for the purposes of section 67-414, property of the surviving partnership or limited partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon filing a statement of merger.
(4) For the purposes of section 67-414, real property of the surviving partnership or limited partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon recording a certified copy of the statement of merger in the office of the register of deeds.
(5) A filed and, if appropriate, recorded statement of merger, executed and declared to be accurate pursuant to subsection (3) of section 67-406, stating the name of a partnership or limited partnership that is a party to the merger in whose name property was held before the merger and the name of the surviving entity, but not containing all of the other information required by subsection (2) of this section, operates with respect to the partnerships or limited partnerships named to the extent provided in subsections (3) and (4) of this section.
Source
Laws 1997, LB 523, § 52.