§ 67-297 — Conversion; plan

(a) A domestic limited
partnership may convert into a domestic partnership pursuant to sections 67-446
to 67-453 . A domestic limited partnership may convert into a domestic limited
liability company pursuant to sections 21-170 to 21-184 and may convert into
a foreign limited liability company in accordance with this section and the
applicable law of the state of formation of such foreign limited liability
company. In each case, the conversion of a domestic limited partnership into
such other type of entity shall be made pursuant to a plan of conversion setting
forth the information required in subdivision (b)(1) of this section and such
information required pursuant to the statute under which such conversion shall
be effected. Unless otherwise provided in its organizational documents, a
plan of conversion shall be approved by the domestic limited partnership by
each general partner and by the limited partners who own in the aggregate
more than a fifty percent interest in the profits of such limited partnership
owned by all of the limited partners or, if there is more than one class or
group of limited partners, then by limited partners of each class or group
of limited partners, in either case, who own in the aggregate more than fifty
percent of the then current percentage of other interest in the profits of
such limited partnership owned by all of the limited partners in each such
class or group. Notwithstanding such approval, at any time before the articles
of conversion are filed, a plan of conversion may be terminated or amended
pursuant to a provision for such termination or amendment contained in the
plan of conversion.
(b)(1) A plan
of conversion shall be in a record and shall include all of the following:
(A) The name
of the domestic limited partnership before conversion;
(B) The name
and form of the converted entity after conversion;
(C) The terms and conditions
of the conversion, including the manner and basis for converting the interests
of the limited partnership into any combination of obligations, interests,
or rights in the converted organization or other consideration; and
(D) The organizational
documents of the converted business entity.
(2) For purposes of this section, record
means information that is inscribed on a tangible medium or that is stored
in an electronic or other medium and is retrievable in perceivable form.

Legislative History

Source: Laws 2012, LB1018, § 10.