Nebraska Statutes 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:
Terms Used In Nebraska Statutes 67-298
- Company: shall include any corporation, partnership, limited liability company, joint-stock company, joint venture, or association. See Nebraska Statutes 49-801
- Company shall: include any corporation, partnership, limited liability company, joint-stock company, joint venture, or association. See Nebraska Statutes 49-801
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Domestic: when applied to corporations shall mean all those created by authority of this state. See Nebraska Statutes 49-801
- Foreign: when applied to corporations shall include all those created by authority other than that of this state. See Nebraska Statutes 49-801
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Process: shall mean a summons, subpoena, or notice to appear issued out of a court in the course of judicial proceedings. See Nebraska Statutes 49-801
- State: when applied to different states of the United States shall be construed to extend to and include the District of Columbia and the several territories organized by Congress. See Nebraska Statutes 49-801
- Statute: A law passed by a legislature.
(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.