Nebraska Revised Statutes
Chapter 67 - Partnerships
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 case of a partnership agreement that expressly considers obligations to contribute to the partnership, the vote necessary to amend those provisions.
(3) After the approval required by subsection (2) of this section, a partnership may become a limited liability partnership by filing a statement of qualification with the Secretary of State. The statement must contain:
(a) The name of the partnership;
(b) The street address of the partnership's chief executive office and, if different, the street address of an office in this state, if any;
(c) If the partnership does not have an office in this state, the name and street address and post office box number, if any, of the partnership's agent for service of process;
(d) A statement that the partnership elects to be a limited liability partnership; and
(e) A deferred effective date, if any.
(4) The agent of a limited liability partnership for service of process must be an individual who is a resident of this state or other person authorized to do business in this state.
(5) The status of a partnership as a limited liability partnership is effective on the later of the filing of the statement or a date specified in the statement. The status remains effective, regardless of changes in the partnership, until it is canceled pursuant to subsection (4) of section 67-406 or revoked pursuant to section 67-456.
(6) The status of a partnership as a limited liability partnership and the liability of its partners is not affected by errors or later changes in the information required to be contained in the statement of qualification under subsection (3) of this section.
(7) The filing of a statement of qualification establishes that a partnership has satisfied all conditions precedent to the qualification of the partnership as a limited liability partnership.
(8) An amendment or cancellation of a statement of qualification is effective when it is filed or on a deferred effective date specified in the amendment or cancellation.
(9) Any limited liability partnership engaging in the practice of law in this state shall file with the Secretary of State, along with its statement of qualification, a certificate of authority issued by the Nebraska Supreme Court. In addition, such certificate of authority shall be renewed annually and filed by the limited liability partnership with its annual report required by section 67-456.
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.