Nebraska Revised Statutes
Chapter 67 - Partnerships
67-251 - Limited partner; liability to third parties.

67-251. Limited partner; liability to third parties.
(a) Except as provided in subsection (d) of this section, a limited partner is not liable for the obligations of a limited partnership unless he or she is also a general partner or, in addition to the exercise of his or her rights and powers as a limited partner, he or she participates in the control of the business. However, if the limited partner participates in the control of the business, he or she is liable only to persons who transact business with the limited partnership with actual knowledge of his or her participation in control reasonably believing, based upon the limited partner's conduct, that the limited partner is a general partner. An assignee of a partnership interest who is not admitted as an additional limited partner shall not be liable for the obligations of a limited partnership.
(b) A limited partner does not participate in the control of the business within the meaning of subsection (a) of this section solely by virtue of possessing or exercising one or more of the following powers:
(1) The power to be an independent contractor for or to transact business with the limited partnership, including the power to be a contractor for or an agent or employee of the limited partnership or of a general partner, or to be an officer, director, or equity security holder of a general partner which is a corporation, or to be a contractor for or an agent, employee, or member of a general partner which is a limited liability company, or to be an officer, partner, or equity security holder of a general partner which is a partnership, or to be a fiduciary or beneficiary of an estate or trust which is a general partner, or any combination of these roles, whether solely or jointly with others and irrespective of whether that general partner is the sole general partner of the limited partnership or is a general partner of one or more limited partnerships;
(2) The power to consult with and advise a general partner with respect to any matter concerning the business of the limited partnership;
(3) The power to act as surety, guarantor, or endorser for the limited partnership or a general partner, to guaranty or assume one or more specific obligations of the limited partnership or a general partner, to borrow money from the limited partnership or a general partner, to lend money to the limited partnership or a general partner, or to provide collateral for the limited partnership;
(4) The power to propose, approve, or disapprove by voting, by number, financial interest, class, or group or as otherwise provided in the partnership agreement, or otherwise vote on one or more of the following matters:
(i) The dissolution and winding up of the limited partnership or an election to continue the limited partnership or an election to continue the business of the limited partnership;
(ii) The sale, exchange, lease, mortgage, assignment, pledge, or other transfer of or granting a security interest in any asset or assets of the limited partnership;
(iii) The incurrence, renewal, refinancing, or payment or other discharge of indebtedness by the limited partnership;
(iv) A change in the nature of the business;
(v) The removal, admission, or retention of a general partner;
(vi) The removal, admission, or retention of a limited partner;
(vii) A transaction or other matter involving an actual or potential conflict of interest;
(viii) An amendment to the partnership agreement or certificate of limited partnership;
(ix) The merger or consolidation of a limited partnership;
(x) In respect of a limited partnership which is registered as an investment company under the federal Investment Company Act of 1940, as amended, any matter required by the federal Investment Company Act of 1940, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder, to be approved by the holders of beneficial interests in an investment company, including the electing of directors or trustees of the investment company, the approving or terminating of investment advisory or underwriting contracts, and the approving of auditors;
(xi) The indemnification of any partner or other person; or
(xii) Such other matters as are stated in the partnership agreement or in any other agreement or writing as being subject to the approval or disapproval of limited partners;
(5) The power to call, request, attend, or participate at a meeting of the partners or the limited partners;
(6) The power to wind up a limited partnership pursuant to section 67-278;
(7) The power to take any action required or permitted by law to bring, pursue, settle, or otherwise terminate a derivative action in the right of the limited partnership;
(8) The power to serve on a committee of the limited partnership or the limited partners; or
(9) The power to exercise any right or power granted or permitted to limited partners under the Nebraska Uniform Limited Partnership Act and not specifically enumerated in this subsection.
(c) The enumeration in subsection (b) of this section does not mean that the possession or exercise of any other powers by a limited partner constitutes participation by him or her in the control of the business of the limited partnership.
(d) A limited partner who knowingly permits his or her name to be used in the name of the limited partnership, except under circumstances permitted by subdivision (2) of section 67-234, is liable to creditors who extend credit to the limited partnership without actual knowledge that the limited partner is not a general partner.
(e) This section shall not create any rights or powers of limited partners. Such rights and powers may be created only by a certificate of limited partnership, a partnership agreement, or any other agreement or writing or by the Nebraska Uniform Limited Partnership Act.
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.