Nebraska Revised Statutes
Chapter 67 - Partnerships
67-241 - Amendments to certificate; restated certificate.

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 shall set forth:
(1) The name of the limited partnership;
(2) The date of filing the certificate; and
(3) The amendment to the certificate.
(b) Within ninety days after the happening of any of the following events, an amendment to a certificate of limited partnership reflecting the occurrence of the event or events shall be filed by any person who will be a general partner upon the effective date of the certificate of amendment and by each other general partner designated in the certificate of amendment as a new general partner:
(1) The admission of a new general partner;
(2) A general partner ceases to be a general partner as provided in section 67-255; or
(3) A change in the name of the limited partnership, a change in the address of its registered office, or a change in the name or street address or post office box number, if any, of the registered agent for service of process required to be maintained by section 67-236 which is not reflected in a certificate filed pursuant to section 67-236.
(c) A general partner who becomes aware that any statement in a certificate of limited partnership was false when made or that any matter described has changed, making the certificate false in any respect, shall promptly amend the certificate.
(d) A certificate of limited partnership may be amended at any time for any other proper purpose the general partners determine.
(e) No person has any liability because an amendment to a certificate of limited partnership has not been filed to reflect the occurrence of any event referred to in subsection (b) of this section if the amendment is filed within the ninety-day period specified in subsection (b) of this section.
(f) A certificate of amendment shall be effective at the time of its filing with the Secretary of State or at any later time specified in the certificate of amendment if, in either case, there has been substantial compliance with the requirements of this section.
(g) A restated certificate of limited partnership may be executed and filed in the same manner as a certificate of amendment.
(h) If after the dissolution of a limited partnership but prior to the filing of a certificate of cancellation as provided in section 67-242:
(1) A certificate of limited partnership has been amended to reflect the withdrawal of all general partners of a limited partnership, the certificate of limited partnership shall be amended to set forth the name and the business, residence, or mailing address of each person winding up the limited partnership affairs, each of whom shall execute and file such certificate of amendment, and each of whom shall not be subject to liability as a general partner by reason of such amendment; or
(2) A person shown on a certificate of limited partnership as a general partner is not winding up the limited partnership's affairs, the certificate of limited partnership shall be amended to add the name and the business, residence, or mailing address of each person winding up the limited partnership's affairs, each of whom shall execute and file such certificate of amendment, and each of whom shall not be subject to liability as a general partner by reason of such amendment.
Source

Structure Nebraska Revised Statutes

Nebraska Revised Statutes

Chapter 67 - Partnerships

67-233 - Terms, defined.

67-234 - Limited partnership name.

67-235 - Reservation of name.

67-236 - Specified office and agent.

67-237.01 - Written partnership agreement; admission of limited partner; assignment of interest; signatures.

67-238 - Nature of business.

67-239 - Partner; transactions with partnership.

67-239.01 - Partnership; indemnification authorized.

67-240 - Certificate of limited partnership; contents; filing.

67-241 - Amendments to certificate; restated certificate.

67-242 - Cancellation of certificate.

67-243 - Certificates; signature; execution.

67-244 - Certificate or agreement; execution or filing by judicial act.

67-245 - Filing in office of Secretary of State; facsimile signature.

67-246 - Liability for false statement in certificate; general partner; failure to file; liability.

67-247 - Filing of certificate; effect.

67-248 - Delivery of certificate to limited partner.

67-248.01 - Restated certificate.

67-248.02 - Merger or consolidation; procedure; effect.

67-249 - Admission of additional limited partners.

67-250 - Partnership agreement; classes or groups of limited partners; voting rights specified.

67-251 - Limited partner; liability to third parties.

67-252 - Persons erroneously believing themselves limited partners; liability.

67-253 - Limited partner; rights; general partner; rights; records.

67-254 - Admission of additional general partners.

67-255 - General partner; status; termination; when.

67-256 - General partners; powers and liabilities.

67-257 - Contributions by a general partner; powers and liabilities.

67-258 - Partnership agreement; classes or groups of general partners; voting rights specified.

67-259 - Form of contribution.

67-260 - Liability for contributions.

67-261 - Profits and losses; allocation.

67-262 - Distributions of assets.

67-263 - Distributions before withdrawal and dissolution.

67-264 - Withdrawal of general partner.

67-265 - Withdrawal of limited partner.

67-266 - Distribution upon withdrawal.

67-267 - Distribution in kind; limitation.

67-268 - Right to distribution; remedies; record date.

67-269 - Limitations on distributions.

67-270 - Unlawful distribution; liability.

67-271 - Partnership interest; personal property; interest in property.

67-272 - Assignment of partnership interest.

67-273 - Rights of judgment creditor of a partner.

67-274 - Assignee becoming limited partner; rights and liabilities.

67-275 - Partner's executor or legal representative; exercise of powers.

67-276 - Dissolution; when.

67-277 - Judicial dissolution.

67-278 - Dissolution; right to wind up partnership affairs; powers.

67-279 - Dissolution; distribution of assets.

67-280 - Foreign limited partnership; law governing.

67-281 - Foreign limited partnership; registration; contents.

67-282 - Issuance of registration.

67-283 - Foreign limited partnership; name; agent.

67-284 - Application for registration; amendments.

67-285 - Cancellation of registration; effect.

67-286 - Transaction of business without registration; effect.

67-286.01 - Foreign limited partnerships; sections applicable.

67-287 - Action by Attorney General.

67-288 - Limited partner; assignee; right of action.

67-289 - Derivative action; proper plaintiff.

67-290 - Derivative action; complaint; requirements.

67-291 - Derivative action; expenses; attorney's fees.

67-293 - Filing fees; disposition.

67-294 - Uniform Partnership Act of 1998; applicability.

67-295 - Act, how construed.

67-296 - Act, how cited.

67-297 - Conversion; plan.

67-298 - Conversion; articles of conversion.

67-299 - Effect of conversion.

67-2,100 - Existing conversion; effect.

67-401 - Act, how cited.

67-402 - Terms, defined.

67-403 - Knowledge and notice.

67-404 - Effect of partnership agreement; nonwaivable provisions.

67-405 - Supplemental principles of law.

67-406 - Execution, filing, and recording of statements.

67-407 - Governing law.

67-408 - Partnership subject to amendment or repeal of act.

67-409 - Partnership as entity; limited liability partnership; treatment.

67-410 - Formation of partnership.

67-411 - Partnership property.

67-412 - When property is partnership property.

67-413 - Partner agent of partnership.

67-414 - Transfer of partnership property.

67-415 - Statement of partnership authority.

67-416 - Statement of denial.

67-417 - Partnership liable for partner's actionable conduct.

67-418 - Partner's liability.

67-419 - Actions by and against partnership and partners.

67-420 - Liability of purported partner.

67-421 - Partner's rights and duties.

67-422 - Distributions in kind.

67-423 - Partner's rights and duties with respect to information.

67-424 - General standards of partner's conduct.

67-425 - Actions by partnership and partners.

67-426 - Continuation of partnership beyond definite term or particular undertaking.

67-427 - Partner not co-owner of partnership property.

67-428 - Partner's transferable interest in partnership.

67-429 - Transfer of partner's transferable interest.

67-430 - Partner's transferable interest subject to charging order.

67-431 - Events causing partner's dissociation.

67-432 - Partner's power to dissociate; wrongful dissociation.

67-433 - Effect of partner's dissociation.

67-434 - Purchase of dissociated partner's interest.

67-435 - Dissociated partner's power to bind and liability to partnership.

67-436 - Dissociated partner's liability to other persons.

67-437 - Statement of dissociation.

67-438 - Continued use of partnership name.

67-439 - Events causing dissolution and winding up of partnership business.

67-440 - Partnership continues after dissolution.

67-441 - Right to wind up partnership business.

67-442 - Partner's power to bind partnership after dissolution.

67-443 - Statement of dissolution.

67-444 - Partner's liability to other partners after dissolution.

67-445 - Settlement of accounts and contributions among partners.

67-446 - Terms, defined.

67-447 - Conversion of partnership to limited partnership.

67-448 - Conversion of limited partnership to partnership.

67-448.01 - Domestic partnership; conversion into domestic limited liability company or foreign limited liability company; procedure; notice to holder of security interest.

67-448.02 - Domestic limited liability partnership; conversion into domestic limited liability company or foreign limited liability company; procedure; notice to holder of security interest.

67-449 - Effect of conversion; entity unchanged.

67-450 - Merger of partnerships.

67-451 - Effect of merger.

67-452 - Statement of merger.

67-453 - Nonexclusive.

67-454 - Statement of qualification; limited liability partnership engaged in practice of law; requirements.

67-455 - Name.

67-456 - Annual report; certificate of authority.

67-457 - Law governing foreign limited liability partnership.

67-458 - Statement of foreign qualification; foreign limited liability partnership engaged in practice of law; requirements.

67-459 - Effect of failure to qualify.

67-460 - Activities not constituting transacting business.

67-461 - Action by Attorney General.

67-462 - Fees.

67-463 - Uniformity of application and construction.

67-464 - Partnerships; applicability of act.

67-465 - Limited liability partnership; applicability of act.

67-467 - Savings clause.