Nebraska Revised Statute 67-299

Chapter 67


Effect of conversion.

(a) A domestic limited partnership that has been converted pursuant to the Nebraska Uniform Limited Partnership Act is for all purposes the same domestic limited partnership that existed before the conversion.

(b) When a conversion takes effect, all of the following apply:

(1) All property owned by the converting entity remains vested in the converted entity. The converting entity shall file a certificate of conversion in the office of the register of deeds for each county in which the converting entity owns real property. Such certificate of conversion shall be indexed against the real property owned;

(2) All debts, liabilities, and other obligations of the converting entity continue as obligations of the converted entity;

(3) An action or proceeding pending by or against the converting entity may be continued as if the conversion had not occurred;

(4) The shares or interests of the converting entity are reclassified into shares, interests, other securities, obligations, rights to acquire shares, interests, or other securities, or into cash or other property in accordance with the plan of conversion and the partners, limited partners, or interest holders of the converting entity are entitled only to the rights provided to them under the terms of the conversion and to any appraisal rights they may have under the organic law of the converting entity; and

(5) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the converting entity remain vested in the converted entity and, except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect.

(c) A converted entity that is a foreign limited liability company consents to the jurisdiction of the courts of this state to enforce any obligation owed by the converting corporation if, before the conversion, the converting corporation was subject to suit in this state on the obligation.