67-451 – Effect of merger.
67-451. Effect of merger. (1) When a merger takes effect: (a) The separate existence of every partnership or limited partnership that is a party to the merger, other than the surviving entity, ceases; (b) All property owned by each of the merged partnerships or limited partnerships vests in the surviving entity; (c) All obligations of […]
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; […]
67-453 – Nonexclusive.
67-453. Nonexclusive. Sections 67-446 to 67-453 are not exclusive. Partnerships or limited partnerships may be converted or merged in any other manner provided by law. Source Laws 1997, LB 523, § 53.
67-454 – Statement of qualification; limited liability partnership engaged in practice of law; requirements.
67-454. Statement of qualification; limited liability partnership engaged in practice of law; requirements. (1) A partnership may become a limited liability partnership pursuant to this section. (2) The terms and conditions on which a partnership becomes a limited liability partnership must be approved by the vote necessary to amend the partnership agreement except, in the […]
67-455 – Name.
67-455. Name. (1) The name of a limited liability partnership shall: (a) End with “registered limited liability partnership”, “limited liability partnership”, “R.L.L.P.”, “RLLP”, “L.L.P.”, or “LLP”; (b) Not be the same as or deceptively similar to, upon the records in the office of the Secretary of State, a trade name registered in this state pursuant […]
67-456 – Annual report; certificate of authority.
67-456. Annual report; certificate of authority. (1) A limited liability partnership, and a foreign limited liability partnership authorized to transact business in this state, shall file an annual report in the office of the Secretary of State which contains: (a) The name of the limited liability partnership and the state or other jurisdiction under whose […]
67-457 – Law governing foreign limited liability partnership.
67-457. Law governing foreign limited liability partnership. (1) The law under which a foreign limited liability partnership is formed governs relations among the partners and between the partners and the partnership and the liability of partners for obligations of the partnership. (2) A foreign limited liability partnership may not be denied a statement of foreign […]
67-458 – Statement of foreign qualification; foreign limited liability partnership engaged in practice of law; requirements.
67-458. Statement of foreign qualification; foreign limited liability partnership engaged in practice of law; requirements. (1) Before transacting business in this state, a foreign limited liability partnership must file a statement of foreign qualification. The statement must contain: (a) The name of the foreign limited liability partnership which (i) satisfies the requirements of the state […]
67-459 – Effect of failure to qualify.
67-459. Effect of failure to qualify. (1) A foreign limited liability partnership transacting business in this state may not maintain an action or proceeding in this state unless it has in effect a statement of foreign qualification. (2) The failure of a foreign limited liability partnership to have in effect a statement of foreign qualification […]
67-460 – Activities not constituting transacting business.
67-460. Activities not constituting transacting business. (1) Activities of a foreign limited liability partnership which do not constitute transacting business for purposes of sections 67-457 to 67-461 include: (a) Maintaining, defending, or settling an action or proceeding; (b) Holding meetings of its partners or carrying on any other activity concerning its internal affairs; (c) Maintaining […]