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.
67-233. Terms, defined. For purposes of the Nebraska Uniform Limited Partnership Act: (1) Certificate of limited partnership shall mean the certificate referred to in section 67-240 and the certificate as amended or restated; (2) Contribution shall mean any cash, property, services rendered, or promissory note or other binding obligation to contribute cash or property or […]
67-234. Limited partnership name. The name of each limited partnership as set forth in its certificate of limited partnership: (1) Shall contain the words limited partnership or limited or the abbreviations L.P. or Ltd.; (2) May not contain the name of a limited partner unless (i) it is also the name of a general partner, […]
67-235. Reservation of name. (a) The exclusive right to the use of a name may be reserved by: (1) Any person intending to organize a limited partnership under the Nebraska Uniform Limited Partnership Act and to adopt that name; (2) Any domestic limited partnership or any foreign limited partnership registered in this state which, in […]
67-236. Specified office and agent. (a) Each limited partnership shall have and maintain in this state: (1) An office which may but need not be a place of its business in this state; and (2) An agent for service of process on the limited partnership, which agent must be an individual resident of this state, […]
67-237.01. Written partnership agreement; admission of limited partner; assignment of interest; signatures. A written partnership agreement (1) may provide that a person shall be admitted as a limited partner of a limited partnership or become an assignee of a partnership interest or other rights or powers of a limited partner to the extent assigned and […]
67-238. Nature of business. A limited partnership may carry on any business that a partnership without limited partners may carry on, except for the purpose of banking or effecting insurance. Source Laws 1981, LB 272, § 6.
67-239. Partner; transactions with partnership. Except as provided in the partnership agreement, a partner may lend money to, borrow money from, act as a surety, guarantor, or endorser for, guarantee or assume one or more specific obligations of, provide collateral for, and transact other business with the limited partnership and, subject to other applicable law, […]
67-239.01. Partnership; indemnification authorized. Subject to such standards and restrictions, if any, as are set forth in its partnership agreement, a limited partnership may indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever. Source Laws 1989, LB 482, § 12.
67-240. Certificate of limited partnership; contents; filing. (a) In order to form a limited partnership, all persons who initially will be the general partners shall execute a certificate of limited partnership. The certificate shall be filed in the office of the Secretary of State and set forth: (1) The name of the limited partnership; (2) […]
67-241. Amendments to certificate; restated certificate. (a) A certificate of limited partnership is amended by filing a certificate of amendment thereto in the office of the Secretary of State. The certificate of amendment shall be executed by any person who will be a general partner upon the effective date of the certificate of amendment and […]
67-242. Cancellation of certificate. A certificate of limited partnership shall be canceled upon the dissolution and the completion of winding up of the partnership or at any other time there are no limited partners. A certificate of cancellation (1) shall be executed by all general partners or, if the general partners are not winding up […]
67-243. Certificates; signature; execution. (a) Any person may sign any certificate required by sections 67-240 to 67-248 to be filed in the office of the Secretary of State, a partnership agreement, or an amendment thereof by an attorney in fact. Powers of attorney relating to the signing of a certificate, partnership agreement, or amendment thereof […]
67-244. Certificate or agreement; execution or filing by judicial act. (a) If a person required by sections 67-240 to 67-243 to execute or file any certificate fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the district court to direct the execution or filing […]
67-245. Filing in office of Secretary of State; facsimile signature. (a) Two signed copies of the certificate of limited partnership and of any certificates of amendment or cancellation, of any restated certificates of limited partnership, or of any judicial decree of amendment or cancellation shall be delivered to the Secretary of State. A person who […]
67-246. Liability for false statement in certificate; general partner; failure to file; liability. (a) If any certificate of limited partnership or certificate of amendment or cancellation contains a false statement, one who suffers loss by reasonable reliance on the statement may recover damages for the loss from: (1) Any general partner who knew or should […]
67-247. Filing of certificate; effect. The fact that a certificate of limited partnership is on file in the office of the Secretary of State is notice that the partnership is a limited partnership and is notice of all other facts set forth in the certificate which are required to be set forth in a certificate […]
67-248. Delivery of certificate to limited partner. Upon the return by the Secretary of State pursuant to section 67-245 of a certificate marked filed, the general partners shall promptly deliver or mail a copy of the certificate to each limited partner if the partnership agreement so requires. Source Laws 1981, LB 272, § 16; Laws […]
67-248.01. Restated certificate. (a) A limited partnership may, whenever desired, integrate into a single instrument all of the provisions of its certificate of limited partnership which are then in effect as a result of there having been filed with the Secretary of State one or more certificates or other instruments pursuant to sections 67-236 and […]
67-248.02. Merger or consolidation; procedure; effect. (a)(1) A domestic limited partnership may merge or consolidate with one or more domestic or foreign limited partnerships or other business entities pursuant to an agreement or plan of merger or consolidation adopted in accordance with this section setting forth: (A) The name of each limited partnership or business […]
