67-283. Foreign limited partnership; name; agent.
(a) A foreign limited partnership may register with the Secretary of State under any name, whether or not it is the name under which it is registered in its state or country of organization, that includes the words limited partnership or limited or the abbreviations L.P. or Ltd. and that could be registered by a domestic limited partnership. A foreign limited partnership may register under any name which is deceptively similar to, upon the records in the office of the Secretary of State, the name of any domestic or foreign corporation, limited liability company, or limited partnership reserved, registered, or organized under the laws of this state with the consent of the other corporation, limited liability company, or limited partnership or with the transfer of such name by the other corporation, limited liability company, or limited partnership, which written consent or transfer shall be filed with the Secretary of State.
(b) Each foreign limited partnership shall have and maintain in this state an agent for service of process on the limited partnership, which agent may be either an individual resident of this state, a domestic corporation, a foreign corporation authorized to do business in this state, a domestic limited liability company, or a foreign limited liability company authorized to do business in this state. The appointment of the Secretary of State as agent for service of process pursuant to subdivision (a)(3) of section 67-281 shall not relieve a foreign limited partnership from its obligations pursuant to this section or from the consequences of failure to discharge its obligations under this section.
(c) An agent may change his, her, or its street address and post office box number, if any, for service of process to another street address and post office box number, if any, in this state by paying a fee as set forth in section 67-293 and filing with the Secretary of State a certificate, executed by the agent, setting forth the names of the foreign limited partnerships represented by the agent, the street address and post office box number, if any, at which such agent has maintained his, her, or its office as agent for each of such foreign limited partnerships, and the new street address and post office box number, if any, to which his, her, or its office will be changed on a given day, at which new street address and post office box number, if any, the agent will thereafter maintain his, her, or its office as agent for each of the foreign limited partnerships recited in the certificate. Upon the filing of the certificate, the Secretary of State shall furnish to the agent a copy of the same, and thereafter or until further change of street address or post office box number, if any, as authorized by law, the office of the agent in this state for each of the foreign limited partnerships recited in the certificate shall be located at the new street address and post office box number, if any. Filing of the certificate shall be deemed to be an amendment of the registration of each foreign limited partnership affected thereby, and each such foreign limited partnership shall not be required to take any further action to amend its registration. Any agent filing a certificate under this section shall promptly, upon filing, deliver a copy of such certificate to each foreign limited partnership affected thereby.
(d) The agent of one or more foreign limited partnerships may resign and appoint a successor agent by paying a fee as set forth in section 67-293 and filing a certificate with the Secretary of State, stating that the agent is resigning and the name and street address and post office box number, if any, of the successor agent. There shall be attached to such certificate a statement executed by each affected foreign limited partnership ratifying and approving such change of agent. Upon such filing, the successor agent shall become the agent of such foreign limited partnerships as have ratified and approved such substitution. The Secretary of State shall furnish to the successor agent a copy of the certificate of resignation. Filing of the certificate of resignation shall be deemed to be an amendment of the registration of each foreign limited partnership affected thereby, and each such foreign limited partnership shall not be required to take any further action to amend its registration.
(e) The agent of one or more foreign limited partnerships may resign without appointing a successor agent by paying a fee as set forth in section 67-293 and filing a certificate with the Secretary of State stating that the agent is resigning as agent for the foreign limited partnerships identified in the certificate, but such resignation shall not become effective until one hundred twenty days after the certificate is filed. There shall be attached to such certificate an affidavit of such agent, if an individual, or of the president, a vice president, or the secretary, if a corporation, or of the manager or a member, if a limited liability company, that, at least thirty days prior to the date of filing of the certificate, notice of the resignation of such agent was sent, by certified or registered mail, to each foreign limited partnership for which such agent is resigning as agent, at the principal office thereof within or outside this state if known to such agent or, if not, to the last-known address of the attorney or other individual at whose request such agent was appointed for such foreign limited partnership. After receipt of the notice of the resignation of its agent, the foreign limited partnership for which such agent was acting shall obtain and designate a new agent to take the place of the agent so resigning. If such foreign limited partnership fails to obtain and designate a new agent prior to the expiration of the period of one hundred twenty days after the filing of the certificate of resignation, such foreign limited partnership shall not be permitted to do business in this state and its registration shall be deemed to be canceled.
Source
Structure Nebraska Revised Statutes
67-234 - Limited partnership name.
67-236 - Specified office and agent.
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.
67-277 - 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.
67-298 - Conversion; articles of conversion.
67-299 - Effect of conversion.
67-2,100 - Existing conversion; effect.
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.
67-408 - 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.
67-417 - Partnership liable for partner's actionable conduct.
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.
67-447 - Conversion of partnership to limited partnership.
67-448 - Conversion of limited partnership to partnership.
67-449 - Effect of conversion; entity unchanged.
67-450 - Merger of partnerships.
67-456 - Annual report; certificate of authority.
67-457 - Law governing foreign limited liability partnership.
67-459 - Effect of failure to qualify.
67-460 - Activities not constituting transacting business.
67-461 - Action by Attorney General.
67-463 - Uniformity of application and construction.
67-464 - Partnerships; applicability of act.
67-465 - Limited liability partnership; applicability of act.