Nebraska State Statutes

Nebraska State Statutes - 2006

Uniform Partnership Act

(applies to any partnership formed prior to January 1, 1998..)

All filings and correspondence to: Nebraska Secretary of State

Room 1301- State Capitol Bldg.

Lincoln, NE 68509

Phone: (402) 471-4079 FAX: (402) 471-3666

corporate_inquiries@sos.ne.gov

_________________________________________________________________________________________________________________________________

Section 67-101
Partnership; certificate; contents; filing.

Any association of persons doing business in any county of this state under a firm, partnership, or corporate name, and not incorporated, organized, or registered under the laws of this state as a domestic or foreign corporation, nonprofit corporation, limited liability company, limited liability partnership, or limited partnership, or any other business entity required by law to organize or register to do business in Nebraska by filing articles of incorporation, organization, or registration with the Secretary of State, shall have recorded in the office of the county clerk of the county where the place of business of such association is located, a certificate signed by each member of such association, showing (1) the firm, partnership, or corporate name of such association; (2) the general nature of the business thereof and the principal place of doing business; and (3) the full name and residence of each individual member of such association.

Section 67-102
Partnership; dissolution; extension; change in membership; certificate; contents; filing.

Upon dissolution or winding up of any such association, or upon the expiration, extension or renewal of its term, or upon the admission of any new member or members thereto, or upon the withdrawal of any member or members therefrom, or upon the occurrence of any other change in the status or membership of such association which renders such certificate no longer true, such association, and the former or new member or members thereof, if any, shall have recorded in the office of the county clerk a certificate signed by each member and former member, if any, of such association, showing (1) the firm, partnership or corporate name of such association, and the change therein if any; (2) the general nature of the business thereof and the principal place of doing business, and the changes therein, if any; (3) the full name and residence of each individual member of such association, and the change or changes therein, if any; and (4) any other change in such association or the operation thereof which has occasioned the filing of such certificate.

Section 67-103
Partnership; dissolution; extension; change in membership; notice; publication; when required.

Upon the dissolution or winding up of any partnership carrying on a business for profit in this state, or upon the expiration, extension or renewal of its term, or upon the admission of any new member or members thereto, or upon the withdrawal of any member or members therefrom, or upon any change of the firm or partnership name, or upon any change in the general nature of the business thereof, such partnership shall cause due and complete notice thereof to be published once in a legal newspaper published in or of general circulation in each county where places of business of such partnership are or were located, and shall cause proof of such publication to be filed with the county clerk of each such county.

Section 67-104
Partnership; certificates; recording; fees; record as evidence; effect.

The county clerk of each county shall keep a book for the purpose of recording such certificates and proofs of publication, and shall receive the same fees therefor as for recording other instruments, and such record or a certified transcript thereof shall be prima facie evidence in any court in this state of any of the facts therein set forth.

Section 67-105
Violations; penalty.

Any person, who shall for the space of twenty days fail, neglect or refuse to comply with any of the provisions of sections 67-101 to 67-104, shall upon conviction thereof be fined in any sum not exceeding one thousand dollars, and any fine so adjudged against any member of any association may be collected by execution from the property of such association.

Section 67-106
Sections; applicability; termination.

Sections 67-101 to 67-105 shall only apply to partnerships formed under the Uniform Partnership Act prior to January 1, 1998, and which are not governed by the Uniform Partnership Act of 1998 as provided in sections 67-464 and 67-465. Sections 67-101 to 67-105 terminate on January 1, 2001.

Section 67-301
Act, how cited; applicability; termination.

Sections 67-301 to 67-346 shall be known and may be cited as the Uniform Partnership Act. The Uniform Partnership Act applies to any partnership formed prior to January 1, 1998, which is not governed by the Uniform Partnership Act of 1998 as provided in sections 67-464 and 67-465. The Uniform Partnership Act terminates on January 1, 2001.

Section 67-302
Definitions.

In the Uniform Partnership Act:

(1) Bankrupt includes bankrupt under the Federal Bankruptcy Act or insolvent under any state insolvency law;

(2) Business includes every trade, occupation, or profession;

(3) Conveyance includes every assignment, lease, mortgage, or encumbrance;

(4) Court includes every court and judge having jurisdiction in the case;

(5) Foreign limited liability partnership means a limited liability partnership formed pursuant to an agreement governed by the laws of another jurisdiction and registered under the laws of such jurisdiction;

(6) Foreign registered limited liability partnership means a foreign limited liability partnership registered under section 67-344 and complying with section 67-345;

(7) Person includes individuals, partnerships, limited liability companies, corporations, and other associations;

(8) Real property includes land and any interest or estate in land;

(9) Registered limited liability partnership means a partnership formed pursuant to an agreement governed by the laws of this state, registered under section 67-344, and complying with section 67-345; and

(10) Words denoting the masculine gender in the act also include similar words of the feminine gender.

Section 67-303
Knowledge; notice; what constitutes.

(1) A person has knowledge of a fact, within the meaning of the Uniform Partnership Act, not only when he or she has actual knowledge thereof and when he or she has knowledge of such other facts as in the circumstances show bad faith, but also when he or she has knowledge, or under the circumstances should have had knowledge, of such facts as give rise to a duty of inquiry, which inquiry, if made, would have disclosed the facts to him or her.

(2) A person has notice of a fact within the meaning of the act when the person who claims the benefit of the notice:

(a) States the fact to such person; or

(b) Delivers through the mail, or by other means of communications, a written statement of the fact to such person or to a proper person at his or her place of business or residence.

Section 67-304
Rules of construction; applicability.

(1) The rules that statutes in derogation of the common law are to be strictly construed shall have no application to the Uniform Partnership Act.

(2) The law of estoppel shall apply under the act.

(3) The law of agency shall apply under the act.

(4) The act shall be interpreted and construed in harmony with the entity theory of partnership. In all matters of interpretation and construction of the act which do not involve the entity theory of partnership, the act shall be interpreted and construed to make uniform the law of those states which have enacted or may enact the act.

(5) The act shall not be construed so as to impair the obligations of any contract existing when the act goes into affect, nor to effect any action or proceedings begun or right accrued before the act takes effect.

Section 67-305
Cases not provided for; rule applicable.

In any case not provided for in the Uniform Partnership Act, the rules of law and equity, including the law merchant, shall govern.

Section 67-306
Partnership, defined.

(1) A partnership is an association of persons organized as a separate entity to carry on a business for profit and includes, for all purposes of the laws of this state, a registered limited liability partnership. Nothing in the Uniform Partnership Act is intended to restrict or limit in any manner the authority and duty of any regulatory body licensing professionals within the state to license such individuals rendering professional services or to regulate the practice of any profession that is within the jurisdiction of the regulatory body licensing such professionals within the state notwithstanding that the person is a partner of a registered limited liability partnership and rendering professional services or engaging in the practice of the profession through a registered limited liability partnership.

(2) Any association formed under any other statute of this state, or any statute adopted by authority, other than the authority of this state, is not a partnership under the act, unless the association would have been a partnership in this state prior to the adoption of the act; but such other statutes shall apply to limited partnerships except as such other statutes relating to such associations are inconsistent with the act.

(3) A limited liability partnership is a syndicate for purposes of Article XII, section 8, of the Constitution of Nebraska, except that a registered limited liability partnership in which the partners are members of a family, or a trust created for the benefit of a member of that family, related to one another within the fourth degree of kindred according to the rules of civil law, or their spouses, at least one of whom is a person residing on or actively engaged in the day-to-day labor and management of the farm or ranch and none of whom are nonresident aliens, is not a syndicate for purposes of Article XII, section 8, of the Constitution of Nebraska.

Section 67-307
Existence of partnership; how determined.

In determining whether a partnership exists, these rules shall apply:

(1) Except as provided by section 67-316, persons who are not partners as to each other are not partners as to third persons.

(2) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not of itself establish a partnership, whether such co-owners do or do not share any profits made by the use of the property.

(3) The sharing of gross returns does not of itself establish a partnership, whether or not the persons sharing them have a joint or common right or interest in any property from which the returns are derived.

(4) The receipt by a person of a share of the profits of a business is prima facie evidence that he is a partner in the business, but no such inference shall be drawn if such profits were received in payment:

(a) As a debt by installments or otherwise,

(b) As wages of an employee or rent to a landlord,

(d) As interest on a loan, though the amount of payment vary with the profits of the business,

(e) As the consideration for the sale of a goodwill of a business or other property by installments or otherwise.

Section 67-308
Partnership property; what constitutes.

(1) All property originally brought into the partnership stock or subsequently acquired by purchase or otherwise, on account of the partnership, is partnership property.

(2) Unless the contrary intention appears, property acquired with partnership funds is partnership property.

(3) Any estate in real property may be acquired in the partnership name. Title so acquired can be conveyed only in the partnership name.

(4) A conveyance to a partnership in the partnership name, though without words of inheritance, passes the entire estate of the grantor unless a contrary intent appears.

Section 67-309
Partner as agent; scope of agency.

(1) Every partner is an agent of the partnership for the purpose of its business, and the act of every partner, including the execution in the partnership name of any instrument, for apparently carrying on in the usual way the business of the partnership of which he is a member binds the partnership, unless the partner so acting has in fact no authority to act for the partnership in the particular matter, and the person with whom he is dealing has knowledge of the fact that he has no such authority.

(2) An act of a partner which is not apparently for the carrying on of the business of the partnership in the usual way does not bind the partnership unless authorized by the other partners.

(3) Unless authorized by the other partners or unless they have abandoned the business, one or more but less than all the partners have no authority to:

(a) Assign the partnership property in trust for creditors or on the assignee's promise to pay the debts of the partnership,

(b) Dispose of the goodwill of the business,

(d) Confess a judgment,

(e) Submit a partnership claim or liability to arbitration or reference.

(4) No act of a partner in contravention of a restriction on authority shall bind the partnership to persons having knowledge of the restriction.

Section 67-310
Partnership real estate; how conveyed.

(1) Where title to real property is in the partnership name, any partner may convey title to such property by a conveyance executed in the partnership name; but the partnership may recover such property unless the partner's act binds the partnership under the provisions of paragraph (1) of section 67-309, or unless such property has been conveyed by the grantee or a person claiming through such grantee to a holder for value without knowledge that the partner, in making the conveyance, has exceeded his authority.

(2) Where title to real property is in the name of the partnership, a conveyance executed by a partner, in his own name, passes the equitable interest of the partnership, provided the act is one within the authority of the partner under the provisions of paragraph (1) of section 67-309.

(3) Where title to real property is in the name of one or more but not all the partners, and the record does not disclose the right of the partnership, the partners in whose name the title stands may convey title to such property, but the partnership may recover such property if the partners' act does not bind the partnership under the provisions of paragraph (1) of section 67-309, unless the purchaser or his assignee, is a holder for value, without knowledge.

(4) Where the title to real property is in the name of one or more or all the partners, or in a third person in trust for the partnership, a conveyance executed by a partner in the partnership name, or in his own name, passes the equitable interest of the partnership, provided the act is one within the authority of the partner under the provisions of paragraph (1) of section 67-309.

(5) Where the title to real property is in the names of all the partners a conveyance executed by all the partners passes all their rights in such property.

Section 67-311
Admission made by partner; when evidence against copartner.

An admission or representation made by any partner concerning partnership affairs within the scope of his or her authority as conferred by the Uniform Partnership Act is evidence against the partnership.

Section 67-312
Knowledge; notice; when imputed to copartner.

Notice to any partner of any matter relating to partnership affairs, and the knowledge of the partner acting in the particular matter, acquired while a partner or then present to his mind, and the knowledge of any other partner who reasonably could and should have communicated it to the acting partner, operate as notice to or knowledge of the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner.

Section 67-313
Partner's wrongful act; when binding on copartner.

Where, by any wrongful act or omission of any partner acting in the ordinary course of the business of the partnership or with the authority of his copartners, loss or injury is caused to any person, not being a partner in the partnership, or any penalty is incurred, the partnership is liable therefor to the same extent as the partner so acting or omitting to act.

Section 67-314
Partner's breach of trust; when binding on copartner.

The partnership is bound to make good the loss:

(a) Where one partner acting within the scope of his apparent authority receives money or property of a third person and misapplies it; and

(b) Where the partnership in the course of its business receives money or property of a third person and the money or property so received is misapplied by any partner while it is in the custody of the partnership.

Section 67-315
Partner's liability; limitations.

(1) Except as provided in subsection (2) of this section, all partners are liable:

(a) Jointly and severally for everything chargeable to the partnership under sections 67-313 and 67-314; and

(b) Jointly for all other debts and obligations of the partnership; but any partner may enter into a separate obligation to perform a partnership contract.

(2) Subject to subsection (3) of this section, a partner in a registered limited liability partnership is not liable directly or indirectly, including by way of indemnification, contribution, assessment, or otherwise, for debts, obligations, and liabilities of or chargeable to the partnership or another partner or partners, whether in tort, contract, or otherwise, arising from omissions, negligence, wrongful acts, misconduct, or malpractice performed or committed while the partnership is a registered limited liability partnership and in the course of the partnership business by another partner or an employee, agent, or representative of the partnership.

(3) Subsection (2) of this section shall not affect the liability of a partner in a registered limited liability partnership for his or her own omissions, negligence, wrongful acts, misconduct, or malpractice or that of any person under the direct supervision and control of the partner.

(4) A partner in a registered limited liability partnership is not a proper party to a proceeding by or against a registered limited liability partnership if the object of the proceeding is to recover damages or enforce the obligations arising out of the omissions, negligence, wrongful acts, misconduct, or malpractice of the type described in subsection (2) of this section unless the partner is personally liable under subsection (3) of this section.

Section 67-316
Partner by estoppel.

(1) When a person, by words spoken or written or by conduct, represents himself, or consents to another representing him to any one, as a partner in an existing partnership or with one or more persons not actual partners, he is liable to any such person to whom such representation has been made, who has, on the faith of such representation, given credit to the actual or apparent partnership, and if he has made such representation or consented to its being made in a public manner he is liable to such person, whether the representation has or has not been made or communicated to such person so giving credit by or with the knowledge of the apparent partner making the representation or consenting to its being made.

(a) When a partnership liability results, he is liable as though he were an actual member of the partnership.

(b) When no partnership liability results, he is liable jointly with the other persons, if any, so consenting to the contract or representation as to incur liability, otherwise separately.

(2) When a person has been thus represented to be a partner in an existing partnership, or with one or more persons not actual partners, he is an agent of the persons consenting to such representation to bind them to the same extent and in the same manner as though he were a partner in fact, with respect to persons who rely upon the representation. Where all the members of the existing partnership consent to the representation, a partnership act or obligation results; but in all other cases it is the joint act or obligation of the person acting and the persons consenting to the representation.

Section 67-317
Incoming partner; liability.

A person admitted as a partner into an existing partnership is liable for all the obligations of the partnership arising before this admission as though he had been a partner when such obligations were incurred, except that this liability shall be satisfied only out of partnership property.

Section 67-318
Partners; rights; duties; rules for determining.

The rights and duties of the partners in relation to the partnership shall be determined, subject to any agreement between them, by the following rules:

(a) Each partner shall be repaid his or her contributions, whether by way of capital or advances to the partnership property, and shall share equally in the profits and surplus remaining after all liabilities, including those to partners, are satisfied. Except as provided in subsection (2) of section 67-315, each partner must contribute toward the losses, whether of capital or otherwise, sustained by the partnership according to his or her share in the profits;

(b) The partnership must indemnify every partner with respect to payments made and personal liabilities reasonably incurred by him or her in the ordinary and proper conduct of its business or for the preservation of its business or property;

(c) A partner, who in aid of the partnership makes any payment or advance beyond the amount of capital which he or she agreed to contribute, shall be paid interest from the date of the payment or advance;

(d) A partner shall receive interest on the capital contributed by him or her only from the date when repayment should be made;

(e) All partners have equal rights in the management and conduct of the partnership business;

(f) No partner is entitled to remuneration for acting in the partnership business, except that a surviving partner is entitled to reasonable compensation for his or her services in winding up the partnership affairs;

(g) No person can become a member of a partnership without the consent of all the partners; and

(h) Any difference arising as to ordinary matters connected with the partnership business may be decided by a majority of the partners, but no act in contravention of any agreement between the partners may be done rightfully without the consent of all the partners.

Section 67-319
Partnership books.

The partnership books shall be kept, subject to any agreement between the partners, at the principal place of business of the partnership, and every partner shall at all times have access to and may inspect and copy any of them.

Section 67-320
Partners; duty to render information.

Partners shall render on demand true and full information of all things affecting the partnership to any partner or the legal representative of any deceased partner or partner under legal disability.

Section 67-321
Partner accountable as fiduciary.

(1) Every partner must account to the partnership for any benefit, and hold as trustee for it any profits derived by him without the consent of the other partners from any transaction connected with the formation, conduct, or liquidation of the partnership or from any use by him of its property.

(2) This section applies also to the representatives of a deceased partner engaged in the liquidation of the affairs of the partnership as the personal representatives of the last surviving partner.

Section 67-322
Partner; right to an accounting.

Any partner shall have the right to a formal account as to partnership affairs:

(a) If he is wrongfully excluded from the partnership business or possession of its property by his copartners,

(b) If the right exists under the terms of any agreement,

(d) Whenever other circumstances render it just and reasonable.

Section 67-323
Partnership; continuation beyond fixed term.

(1) When a partnership for a fixed term or particular undertaking is continued after the termination of such term or particular undertaking without any express agreement, the rights and duties of the partners remain the same as they were at such termination, so far as is consistent with a partnership at will.

(2) A continuation of the business by the partners or such of them as habitually acted therein during the term, without any settlement or liquidation of the partnership affairs is prima facie evidence of a continuation of the partnership.

Section 67-324
Partner; property rights, extent of.

The property rights of a partner are (1) his rights in specific partnership property, (2) his interest in the partnership, and (3) his right to participate in the management.

Section 67-325
Partner; right in specific property; death of partner.

(1) A partner is co-owner with his or her partners of specific partnership property holding as a tenant in partnership.

(2) The incidents of this tenancy are that:

(a) A partner, subject to the provisions of the Uniform Partnership Act and to any agreement between the partners, has an equal right with his or her partners to possess specific partnership property for partnership purposes, but he or she has no right to possess the property for any other purpose without the consent of his or her partners;

(b) A partner's right in specific partnership property is not assignable except in connection with the assignment of rights of all the partners in the same property;

(c) A partner's right in specific partnership property is not subject to attachment or execution, except on a claim against the partnership. When partnership property is attached for a partnership debt the partners, or any of them, or the representatives of a deceased partner, cannot claim any right under the homestead or exemption laws;

(d) On the death of a partner, his or her right to specific partnership property vests in the surviving partner or partners who, in case there are more than one, continue to hold as tenants in partnership until the termination of the partnership, except where the deceased was the last surviving partner, in which event his or her right in the property vests in his or her legal representative. Such surviving partner or partners, or the legal representative of the last surviving partner, has no right to possess the partnership property for any purpose but a partnership purpose;

(e) A partner's right in specific partnership property is not subject to dower, curtesy, or allowances to widows, widowers, heirs, or next of kin; and

(f) If the partnership is dissolved by the death of a partner and real property acquired and held in the partnership name is not conveyed in the winding up of the partnership affairs or in order to provide a cash surplus, in accordance with subsection (1) of section 67-338, then upon the termination of the partnership, as provided in section 67-330, title to any real property not conveyed by the partnership vests in the surviving partners and the heirs or devisees of any deceased partner or partners as tenants in common. During the administration of the estate of any deceased partner, the legal representative of the deceased partner, as between him or her and the heirs or devisees of the deceased partner, has the sole power to convey the interests of the heirs or devisees in any of the real property, the interest of the deceased partner being deemed personal property, in accordance with section 67-326, during the administration.

Section 67-326
Partner; interest in partnership, nature of.

A partner's interest in the partnership is his share of the profits and surplus, and the same is personal property.

Section 67-327
Partner's interest; assignment; effect.

(1) A conveyance by a partner of his interest in the partnership does not of itself dissolve the partnership nor, as against the other partners in the absence of agreement, entitle the assignee, during the continuance of the partnership, to interfere in the management or administration of the partnership business or affairs, or to require any information or account of partnership transactions, or to inspect the partnership books; but it merely entitles the assignee to receive, in accordance with his contract, the profits to which the assigning partner would otherwise be entitled.

(2) In case of a dissolution of the partnership, the assignee is entitled to receive his assignor's interest and may require an account from the date only of the last account agreed to by all the partners.

Section 67-328
Partner's interest; subject to charging order.

(1) On due application to a competent court by any judgment creditor of a partner, the court which entered the judgment, order, or decree, or any other court, may charge the interest of the debtor partner with payment of the unsatisfied amount of the judgment debt with interest thereon and may then or later appoint a receiver of his or her share of the profits, and of any other money due or to fall due to him or her in respect of the partnership, and make all other orders, directions, accounts, and inquiries which the debtor partner might have made, or which the circumstances of the case may require.

(2) The interest charged may be redeemed at any time before foreclosure, or in case of a sale being directed by the court, may be purchased without causing a dissolution:

(a) With separate property, by any one or more of the partners; or

(b) With partnership property, by any one or more of the partners with the consent of all the partners whose interests are not so charged or sold.

(3) Nothing in the Uniform Partnership Act shall deprive a partner of his or her right, if any, under the exemption laws, as regards his or her interest in the partnership.

Section 67-329
Dissolution, defined.

The dissolution of a partnership is the change in the relation of the partners caused by any partner ceasing to be associated in the carrying on as distinguished from the winding up of the business.

Section 67-330
Dissolution, distinguished from termination.

On dissolution the partnership is not terminated but continues until the winding up of partnership affairs is completed.

Section 67-331
Dissolution; causes.

Dissolution is caused:

(1) Without violation of the agreement between the partners,

(a) By the termination of the definite term or particular undertaking specified in the agreement,

(b) By the express will of any partner when no definite term or particular undertaking is specified,

(c) By the express will of all the partners who have not assigned their interests or suffered them to be charged for their separate debts, either before or after the termination of any specified term or particular undertaking,

(d) By the expulsion of any partner from the business bona fide in accordance with such a power conferred by the agreement between the partners;

(2) In contravention of the agreement between the partners, where the circumstances do not permit a dissolution under any other provision of this section, by the express will of any partner at any time;

(3) By any event which makes it unlawful for the business of the partnership to be carried on or for the members to carry it on in partnership;

(4) By the death of any partner;

(5) By the bankruptcy of any partner or the partnership;

(6) By decree of court under section 67-332.

Section 67-332
Dissolution by decree; grounds.

(1) On application by or for a partner, the court shall decree a dissolution whenever:

(a) A partner has been declared mentally incompetent in any judicial proceedings or is shown to be of unsound mind;

(b) A partner becomes in any other way incapable of performing his or her part of the partnership contract;

(d) A partner willfully or persistently commits a breach of the partnership agreement or otherwise so conducts himself or herself in matters relating to the partnership business that it is not reasonably practicable to carry on the business in partnership with him or her;

(e) The business of the partnership can only be carried on at a loss; or

(f) Other circumstances render a dissolution equitable.

(2) On the application of the purchaser of a partner's interest under sections 67-327 and 67-328, an order of dissolution shall be decreed:

(a) After the termination of the specified term or particular undertaking; or

(b) At any time if the partnership was a partnership at will when the interest was assigned or when the charging order was issued.

Section 67-333
Dissolution; effect on authority of partner.

Except so far as may be necessary to wind up partnership affairs or to complete transactions begun but not then finished, dissolution terminates all authority of any partner to act for the partnership:

(1) With respect to partners,

(a) When the dissolution is not by the act, bankruptcy or death of a partner; or

(b) When the dissolution is by such act, bankruptcy or death of a partner, in cases where section 67-334 so requires.

(2) With respect to persons not partners, as declared in section 67-335.

Section 67-334
Dissolution; contribution between partners; exception.

When the dissolution is caused by the act, death, or bankruptcy of a partner, each partner is liable to his or her copartners for his or her share of any liability created by any partner acting for the partnership as if the partnership had not been dissolved unless:

(a) The dissolution being by act of any partner, the partner acting for the partnership had knowledge of the dissolution;

(b) The dissolution being by the death or bankruptcy of a partner, the partner acting for the partnership had knowledge or notice of the death or bankruptcy; or

(c) The liability is for a debt, obligation, or liability for which the partner is not liable as provided in subsection (2) of section 67-315.

Section 67-335
Dissolution; effect on authority of partner to bind partnership.

(1) After dissolution a partner can bind the partnership except as provided in paragraph (3):

(a) By any act appropriate for winding up partnership affairs or completing transactions unfinished at dissolution including the conveyance of real property acquired and held in the partnership name;

(b) By any transaction which would bind the partnership if dissolution had not taken place, provided the other party to the transaction:

(i) Had extended credit to the partnership prior to dissolution and had no knowledge or notice of the dissolution; or

(ii) Though he had not so extended credit, had nevertheless known of the partnership prior to dissolution, and, having no knowledge or notice of dissolution, the fact of dissolution had not been advertised in a newspaper of general circulation in the place (or in each place if more than one) at which the partnership business was regularly carried on.

(2) The liability of a partner under paragraph (1)(b) shall be satisfied out of partnership assets alone when such partner had been prior to dissolution:

(a) Unknown as a partner to the person with whom the contract is made; and

(b) So far unknown and inactive in partnership affairs that the business reputation of the partnership could not be said to have been in any degree due to his connection with it.

(3) The partnership is in no case bound by any act of a partner after dissolution:

(a) Where the partnership is dissolved because it is unlawful to carry on the business, unless the act is appropriate for winding up partnership affairs; or

(b) Where the partner has become bankrupt; or

(i) Had extended credit to the partnership prior to dissolution and had no knowledge or notice of his want of authority; or

(ii) Had not extended credit to the partnership prior to dissolution, and, having no knowledge or notice of his want of authority, and the fact of his want of authority has not been advertised in the manner provided for advertising the fact of dissolution in paragraph (1)(b)(ii).

(4) Nothing in this section shall affect the liability under section 67-316 of any person who after dissolution represents himself or consents to another representing him as a partner in a partnership engaged in carrying on business.

Section 67-336
Dissolution; effect on partner's existing liability.

(1) The dissolution of the partnership does not of itself discharge the existing liability of any partner.

(2) A partner is discharged from any existing liability upon dissolution of the partnership by an agreement to that effect between himself or herself, the partnership creditor, and the person or partnership continuing the business. Such an agreement may be inferred from the course of dealing between the creditor having knowledge of the dissolution and the person or partnership continuing the business.

(3) When a person agrees to assume the existing obligations of a dissolved partnership, the partners whose obligations have been assumed are discharged from any liability to any creditor of the partnership who, knowing of the agreement, consents to a material alteration in the nature or time of payment of the obligations.

(4) The individual property of a deceased partner shall be liable for those obligations of the partnership incurred while he or she was a partner and for which he or she was liable under section 67-315, but subject to the prior payment of his or her separate debts.

Section 67-337
Dissolution; right to wind up partnership affairs.

Unless otherwise agreed the partners who have not wrongfully dissolved the partnership or the legal representative of the last surviving partner, not bankrupt, has the right to wind up the partnership affairs including the conveyance of any real property of the partnership; PROVIDED, HOWEVER, that any partner, his legal representative or his assignee, upon cause shown, may obtain winding up by the court.

Section 67-338
Dissolution; application of assets; rights of partners.

(1) When dissolution is caused in any way, except in contravention of the partnership agreement, each partner, and the legal representative of a deceased partner, as against his copartners and all persons claiming through them in respect of their interests in the partnership, unless otherwise agreed, may have the partnership property applied to discharge its liabilities, and the surplus applied to pay in cash the net amount owing to the respective partners. But if dissolution is caused by expulsion of a partner, bona fide under the partnership agreement, and if the expelled partner is discharged from all partnership liabilities, either by payment or agreement under paragraph (2) of section 67-336, he shall receive in cash only the net amount due him from the partnership.

(2) When dissolution is caused in contravention of the partnership agreement the rights of the partners shall be as follows:

(a) Each partner who has not caused dissolution wrongfully shall have,

(I) All the rights specified in paragraph (1) of this section, and

(II) The right, as against each partner who has caused the dissolution wrongfully, to damages for breach of the agreement.

(b) The partners who have not caused the dissolution wrongfully, if they all desire to continue the business in the same name, either by themselves or jointly with others, may do so, during the agreed term for the partnership and for that purpose may possess the partnership property, provided they secure the payment by bond approved by the court, or pay to any partner who has caused the dissolution wrongfully, the value of his interest in the partnership at the dissolution, less any damages recoverable under clause (2)(a)(II) of this section, and in like manner indemnify him against all present or future partnership liabilities.

(I) If the business is not continued under the provisions of paragraph (2)(b), all the rights of a partner under paragraph (1), subject to clause (2)(a)(II), of this section,

(II) If the business is continued under paragraph (2)(b) of this section the right as against his copartners and all claiming through them in respect of their interests in the partnership, to have the value of his interest in the partnership, less any damages caused to his copartners by the dissolution, ascertained and paid to him in cash, or the payment secured by bond approved by the court, and to be released from all existing liabilities of the partnership; but in ascertaining the value of the partner's interest the value of the goodwill of the business shall not be considered.

Section 67-339
Dissolution for fraud; right of deceived partner.

Where a partnership contract is rescinded on the ground of the fraud or misrepresentation of one of the parties thereto, the party entitled to rescind is, without prejudice to any other right, entitled,

(a) To a lien on, or right of retention of, the surplus of the partnership property after satisfying the partnership liabilities to third persons for any sum of money paid by him for the purchase of an interest in the partnership and for any capital or advances contributed by him; and

(b) To stand, after all liabilities to third persons have been satisfied, in the place of the creditors of the partnership for any payments made by him in respect of the partnership liabilities; and

(c) To be indemnified by the person guilty of the fraud or making the representation against all debts and liabilities of the partnership.

Section 67-340
Dissolution; accounts between partners; rules.

In settling accounts between the partners after dissolution, the following rules shall be observed, subject to any agreement to the contrary:

(a) The assets of the partnership are:

(I) The partnership property; and

(II) The contributions of the partners specified in subdivision (d) of this section;

(b) The liabilities of the partnership shall rank in order of payment as follows:

(I) Those owing to creditors other than partners;

(II) Those owing to partners other than for capital and profits;

(III) Those owing to partners in respect of capital; and

(IV) Those owing to partners in respect of profits;

(c) The assets of the partnership shall be applied in the order of their declaration in subdivision (a) of this section to the satisfaction of the liabilities;

(d) Except as provided in subsection (2) of section 67-315:

(I) The partners shall contribute, as provided by subdivision (a) of section 67-318, the amount necessary to satisfy the liabilities; and

(II) If any, but not all, of the partners are insolvent, or, not being subject to process, refuse to contribute, the other partners shall contribute their share of the liabilities and, in the relative proportions in which they share the profits, the additional amount necessary to pay the liabilities;

(e) An assignee for the benefit of creditors or any person appointed by the court shall have the right to enforce the contributions specified in subdivision (d) of this section;

(f) Any partner or his or her legal representative shall have the right to enforce the contributions specified in subdivision (d) of this section, to the extent of the amount which he or she has paid in excess of his or her share of the liability;

(g) The individual property of a deceased partner shall be liable for the contributions specified in subdivision (d) of this section;

(h) When partnership property and the individual properties of the partners are in possession of a court for distribution, partnership creditors shall have priority on partnership property and separate creditors on individual property saving the rights of lien or secured creditors; and

(i) If a partner has become bankrupt or his or her estate is insolvent, the claims against his or her separate property shall rank in the following order:

(I) Those owing to separate creditors;

(II) Those owing to partnership creditors; and

(III) Those owing to partners by way of contribution.

Section 67-341
Dissolution without liquidation; liability of persons continuing the business.

(1) When any new partner is admitted into an existing partnership, or when any partner retires and assigns (or the representative of the deceased partner assigns) his rights in partnership property to two or more of the partners, or to one or more of the partners and one or more third persons, if the business is continued without liquidation of the partnership affairs, creditors of the first or dissolved partnership are also creditors of the partnership so continuing the business.

(2) When all but one partner retire and assign (or the representative of a deceased partner assigns) their rights in partnership property to the remaining partner, who continues the business without liquidation of partnership affairs, either alone or with others, creditors of the dissolved partnership are also creditors of the person or partnership so continuing the business.

(3) When any partner retires or dies and the business of the dissolved partnership is continued as set forth in paragraphs (1) and (2) of this section, with the consent of the retired partners or the representative of the deceased partner, but without any assignment of his right in partnership property, rights of creditors of the dissolved partnership and of the creditors of the person or partnership continuing the business shall be as if such assignment had been made.

(4) When all the partners or their representatives assign their rights in partnership property to one or more third persons who promise to pay the debts and who continue the business of the dissolved partnership, creditors of the dissolved partnership are also creditors of the person or partnership continuing the business.

(5) When any partner wrongfully causes a dissolution and the remaining partners continue the business under paragraph (2)(b) of section 67-338, either alone or with others, and without liquidation of the partnership affairs, creditors of the dissolved partnership are also creditors of the person or partnership continuing the business.

(6) When a partner is expelled and the remaining partners continue the business either alone or with others, without liquidation of the partnership affairs, creditors of the dissolved partnership are also creditors of the person or partnership continuing the business.

(7) The liability of a third person becoming a partner in the partnership continuing the business, under this section, to the creditors of the dissolved partnership shall be satisfied out of partnership property only.

(8) When the business of a partnership after dissolution is continued under any conditions set forth in this section the creditors of the dissolved partnership, as against the separate creditors of the retiring or deceased partner or the representative of the deceased partner, have a prior right to any claim of the retired partner or the representative of the deceased partner against the person or partnership continuing the business, on account of the retired or deceased partner's interest in the dissolved partnership or on account of any consideration promised for such interest or for his right in partnership property.

(9) Nothing in this section shall be held to modify any right of creditors to set aside any assignment on the ground of fraud.

(10) The use by the person or partnership continuing the business of the partnership name, or the name of a deceased partner as part thereof, shall not of itself make the individual property of the deceased partner liable for any debts contracted by such person or partnership.

Section 67-342
Dissolution without liquidation; rights of retiring partner; rights of estate of deceased partner.

When any partner retires or dies, and the business is continued under any of the conditions set forth in paragraphs (1), (2), (3), (5) and (6) of section 67-341, or paragraph (2)(b) of section 67-338, without any settlement of accounts as between him or his estate and the person or partnership continuing the business, unless otherwise agreed, he or his legal representative as against such persons or partnership may have the value of his interest at the date of dissolution ascertained, and shall receive as an ordinary creditor an amount equal to the value of his interest in the dissolved partnership with interest, or, at his option or at the option of his legal representative, in lieu of interest, the profits attributable to the use of his right in the property of the dissolved partnership; PROVIDED, that the creditors of the dissolved partnership as against the separate creditors, or the representative of the retired or deceased partner, shall have priority on any claim arising under this section, as provided by paragraph (8) of section 67-341.

Section 67-343
Partner's right to an accounting; time of accrual.

The right to an account of his interest shall accrue to any partner, or his legal representative, as against the winding-up partners or the surviving partners or the person or partnership continuing the business, at the date of dissolution, in the absence of any agreement to the contrary.

Section 67-344
Registered limited liability partnership; foreign registered limited liability partnership; registration; application; fee; amendment; effective, when.

(1) To become registered as and to continue to be registered as a registered limited liability partnership or a foreign registered limited liability partnership, a partnership shall file with the Secretary of State an application stating:

(a) The name of the partnership;

(b) The address of its principal office;

(c) The street address of its registered office and the name and street address of a registered agent for service of process in this state;

(d) The state or other jurisdiction or country in which the partnership is registered as a limited liability partnership and the date of its registration if the applicant is a foreign limited liability partnership;

(e) A brief statement of the business in which the partnership engages;

(f) Other matters that the partnership determines to include; and

(g) That the partnership applies for registration as a registered limited liability partnership or foreign registered limited liability partnership.

(2) The application for registration shall be executed by a majority in interest of the partners or by one or more partners authorized by a partnership agreement, power of attorney, or otherwise to execute the application for registration. Powers of attorney relating to the signing by an attorney in fact of the application or other limited liability partnership documents filed with the Secretary of State do not need to be sworn to, verified, or acknowledged and the powers of attorney do not need to be filed with the Secretary of State but may be retained by the person or persons exercising the powers of attorney.

(3) The filing fee for the filing of an application for registration as a registered limited liability partnership or foreign registered limited liability partnership is two hundred dollars plus the recording fees specified in subdivision (4) of section 33-101. The filing fee for all other filings by limited liability partnerships pursuant to the Uniform Partnership Act is ten dollars plus recording fees. A fee of one dollar per page shall be paid for a certified copy of any document on file pursuant to the act. The filing fees pursuant to the act shall be paid to the Secretary of State and remitted to the State Treasurer. The State Treasurer shall credit fifty percent of the fees to the General Fund and fifty percent of the fees to the Corporation Cash Fund.

(4) The Secretary of State shall register as a registered limited liability partnership any partnership formed and existing under the Uniform Partnership Act that submits a completed application for registration as a registered limited liability partnership with the required fee and shall register as a foreign registered limited liability partnership any foreign limited liability partnership that submits a completed application for registration as a foreign registered limited liability partnership with the required fee.

(5) An application for registration is amended by filing an application for amendment with the Secretary of State. The application for amendment shall be executed by a majority in interest of the partners or by one or more partners authorized to execute the amendment. An amendment is effective at the time the application for amendment is filed. The application shall state (a) the name of the limited liability partnership, (b) the date of filing the amendment, and (c) the amendment to the application. The amendment shall be filed within ninety days after a change in the information listed in subsection (1) of this section.

(6) A registration is effective at the time the application for registration is filed and remains effective until the registration is voluntarily withdrawn. A registration is withdrawn (a) by filing with the Secretary of State a written withdrawal notice executed by a majority in interest of the partners or by one or more partners authorized to execute a withdrawal notice or (b) thirty days after receipt by the partnership of a notice from the Secretary of State, which notice shall be sent by certified mail, return receipt requested, that the partnership has failed to make timely payment of the fees specified in subsection (3) of this section, unless the fee is paid within such thirty-day period.

(7) A partnership formed and existing under the Uniform Partnership Act becomes a registered limited liability partnership or a foreign limited liability partnership becomes registered on the date of filing if there has been substantial compliance with the requirements of this section. The status of a partnership formed and existing under the Uniform Partnership Act as a registered limited liability partnership or the registration of a foreign limited liability partnership and the liability of the partners thereof is not affected by errors or subsequent changes in the information in the registration.

(8) The Secretary of State may provide forms for the application for registration as registered limited liability partnerships or foreign limited liability partnerships pursuant to this section.

(9) Foreign limited liability partnerships may do business in this state but are required to be registered with the Secretary of State pursuant to the Uniform Partnership Act.

Section 67-345
Registered limited liability partnership; foreign registered limited liability partnership; name.

(1) The name of a registered limited liability partnership or a foreign registered limited liability partnership:

(a) Shall contain the words "registered limited liability partnership" or the abbreviations "L.L.P." or "LLP" as the last words or letters of the limited liability partnership's name or, in the case of a foreign registered limited liability partnership, may contain similar words or abbreviations as may be required or authorized by the laws of the jurisdiction under which the foreign limited liability partnership is formed and registered, as the last words or letters of the foreign limited liability partnership's name;

(b) Shall be distinguishable upon the records in the office of the Secretary of State from a trade name registered in this state pursuant to sections 87-208 to 87-220; and

(c) Shall be distinguishable upon the records in the office of the Secretary of State from any other business entity name registered or on file with the Secretary of State pursuant to Nebraska law.

(2) A limited liability partnership may register under any name which is not distinguishable upon the records in the office of the Secretary of State from any other business entity name registered or on file with the Secretary of State pursuant to Nebraska law with the written consent of the other business entity or with the transfer of the name by the other business entity. Written consent to the use of the name or written consent to the transfer of the name shall be filed with the Secretary of State.

Section 67-346
Partnerships; exercise of powers; legislative intent; foreign limited liability partnership; liability.

(1) A partnership, including a registered limited liability partnership, formed and existing under the Uniform Partnership Act may conduct its business, carry on its operations, and have and exercise the powers granted by the act in any state, territory, district, or possession of the United States or in any foreign country.

(2) It is the intent of the Legislature that the legal existence of registered limited liability partnerships formed and existing under the act be recognized outside the boundaries of this state and that the laws of this state governing the registered limited liability partnerships transacting business outside this state be granted the protection of full faith and credit under the Constitution of the United States.

(3) It is the policy of this state that the internal affairs of a partnership, including registered limited liability partnerships, formed and existing under the act, including the liability of partners for debts, obligations, and liabilities of or chargeable to the partnership or another partner or partners, be subject to and governed by the laws of this state.

(4) It is the policy of this state that the internal affairs of a foreign limited liability partnership, including the liability of partners for the debts, obligations, and liabilities of or chargeable to the foreign limited liability partnership or another partner or partners, be subject to and governed by the laws of the jurisdiction under which the foreign limited liability partnership is formed and registered.

(5) Notwithstanding subsection (4) of this section, the failure of a foreign limited liability partnership to file an application for registration or to appoint and maintain a registered agent in this state shall not affect the liability of the partners or impair the validity of any contract or act of the foreign limited liability partnership and shall not prevent the foreign limited liability partnership from defending any action or proceeding in any court of this state, but the foreign limited liability partnership shall not maintain any action or proceeding in any court of this state until it has filed an application for registration. A foreign limited liability partnership, by transacting business in this state without filing an application for registration, appoints the Secretary of State as its agent for service of process with respect to causes of action arising out of the transaction of business in this state.

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