§ 67-299 — 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.

Legislative History

Source: Laws 2012, LB1018, § 12.