67-298. Conversion; articles of conversion.
(a) After a plan of conversion is approved, a domestic limited partnership that is being converted shall deliver to the Secretary of State for filing articles of conversion which shall include all of the following:
(1) A statement that the domestic limited partnership has been converted into another entity;
(2) The name and form of the other entity and the jurisdiction of its governing statute;
(3) The date the conversion is effective under the governing statute of the converted entity;
(4) A statement that the conversion was approved as required by sections 67-446 to 67-453;
(5) A statement that the conversion was approved as required by the governing statute of the converted entity; and
(6) A domestic limited partnership converting into a foreign limited liability company shall deliver to the office of the Secretary of State for filing (A) a certificate which sets forth all of the information required to be in the certificate or other instrument of conversion filed pursuant to the laws under which the resulting foreign limited liability company is formed and (B) an agreement that the resulting foreign limited liability company may be served with process within or outside this state in any proceeding in the courts of this state for the enforcement of any obligation of the former domestic corporation.
(b) The conversion shall become effective as provided by the Nebraska Uniform Limited Liability Company Act, the Uniform Partnership Act of 1998, or the governing statute of the foreign limited liability company.
Source
Cross References
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.