2009 Nebraska Code
Chapter 67 PARTNERSHIPS
67-248.02 Merger, consolidation, or conversion; domestic or foreign partnerships, limited partnerships, limited liability companies, or corporations; procedure.

67-248.02. Merger, consolidation, or conversion; domestic or foreign partnerships, limited partnerships, limited liability companies, or corporations; procedure.

(a) One or more domestic or foreign partnerships or limited partnerships may merge or consolidate with one or more domestic or foreign partnerships or limited partnerships. Sections 67-446 to 67-453 shall govern the merger or consolidation.

(b) Pursuant to an agreement, one or more domestic or foreign limited partnerships, limited liability companies, or corporations may merge into or consolidate with one or more domestic or foreign limited partnerships, limited liability companies, or corporations. If the resulting entity is a domestic corporation, the Business Corporation Act shall govern the merger or consolidation. If the surviving or resulting entity is a corporation, the merger or consolidation shall be subject to sections 21-20,128 to 21-20,134. If the surviving or resulting entity is not a domestic corporation or a limited liability company, the board of directors of each domestic corporation party to such merger or consolidation shall, by resolution adopted by each such board, approve a plan of merger or plan of consolidation setting forth information substantially similar to that required by sections 21-20,128 to 21-20,134. If the surviving or resulting entity is a limited liability company, the Limited Liability Company Act or the Nebraska Uniform Limited Liability Company Act shall govern the merger or consolidation. Unless otherwise provided in the partnership agreement, a plan of merger or plan of consolidation shall be approved by each domestic limited partnership which is to merge or consolidate (1) by all general partners and (2) by 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 more than fifty percent of the then current percentage or other interest in the profits of the domestic limited partnership owned by all of the limited partners or by the limited partners in each class or group, as appropriate. Notwithstanding prior approval, an agreement or plan of merger or agreement or plan of consolidation may be terminated or amended pursuant to a provision for such termination or amendment contained in the agreement or plan of merger or agreement or plan of consolidation.

(c) If the surviving or resulting entity of a merger or consolidation pursuant to subsection (b) of this section is not a domestic limited partnership, limited liability company, or corporation following a merger or consolidation of one or more domestic limited partnerships, limited liability companies, or corporations and one or more foreign limited partnerships, limited liability companies, or corporations, the surviving or resulting entity shall comply with sections 21-20,128 to 21-20,134 and, for each such domestic limited partnership, a certificate shall be executed and filed in the office of the Secretary of State by the surviving or resulting limited partnership, limited liability company, or corporation stating that the surviving or resulting limited partnership, limited liability company, or corporation agrees that it 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 such former domestic limited partnership.

(d) A merger or consolidation pursuant to subsection (b) of this section to which a domestic corporation is a party shall become effective as provided in sections 21-20,128 to 21-20,134. A merger, consolidation, or conversion to which a domestic limited liability company is a party shall become effective as provided in sections 21-170 to 21-184 or 21-2647 to 21-2653. Any other merger or consolidation provided for in the Nebraska Uniform Limited Partnership Act shall become effective as provided in the agreement or plan of merger or consolidation. When such merger, consolidation, or conversion has become effective, the terms of sections 21-20,128 to 21-20,134 shall apply if the surviving or resulting entity is a corporation, the terms of section 21-174, 21-178, or 21-2651 shall apply if the surviving or resulting entity is a limited liability company, and the following provisions shall apply if the surviving or resulting entity is a limited partnership:

(1) The several limited partnerships, limited liability companies, or corporations which are parties to the merger or consolidation agreement shall be a single limited partnership which, in the case of a merger, shall be that limited partnership designated in the merger agreement as the surviving limited partnership and, in the case of a consolidation, shall be the new limited partnership provided for in the consolidation agreement;

(2) The separate existence of all limited partnerships, limited liability companies, and corporations which are parties to the merger or consolidation agreement, except the surviving or new limited partnership, shall cease;

(3) If the surviving or new limited partnership is a domestic limited partnership, it shall have all the rights, privileges, immunities, and powers and shall be subject to all the duties and liabilities of a limited partnership organized under the Nebraska Uniform Limited Partnership Act;

(4) The surviving or new limited partnership shall possess all the rights, privileges, immunities, and powers, of a public as well as of a private nature, of each of the merging or consolidating limited partnerships and, subject to the Nebraska Uniform Limited Partnership Act, each of the merging or consolidating corporations. All property, real, personal, and mixed, all debts due on whatever account, all other things and causes of actions, and all and every other interest belonging to or due to any of the limited partnerships, limited liability companies, and corporations as merged or consolidated shall be taken and deemed to be transferred to and vested in the surviving or new limited partnership without further act and deed and shall thereafter be the property of the surviving or new limited partnership as they were of any of such merging or consolidating entities. The title to any real property or any interest in such property vested in any of such merging or consolidating entities shall not revert or be in any way impaired by reason of such merger or consolidation;

(5) Such surviving or new limited partnership shall be responsible and liable for all the liabilities and obligations of each of the limited partnerships, limited liability companies, or corporations so merged or consolidated. Any claim existing or action or proceeding pending by or against any of such limited partnerships, limited liability companies, or corporations may be prosecuted as if such merger or consolidation had not taken place or such surviving or new limited partnership may be substituted in its place. Neither the rights of creditors nor any liens upon the property of any such limited partnerships, limited liability companies, or corporations shall be impaired by such merger or consolidation; and

(6) The equity securities of the corporation or corporations, limited liability company or companies, and limited partnership or limited partnerships party to the merger or consolidation that are, under the terms of the merger or consolidation, to be converted or exchanged shall cease to exist, and the holders of such equity securities shall thereafter be entitled only to the cash, property, or securities into which they shall have been converted in accordance with the terms of the merger or consolidation, subject to any rights under sections 21-20,137 to 21-20,150, the Limited Liability Company Act, or the Nebraska Uniform Limited Liability Company Act.

Source

Laws 1989, LB 482, § 23;
Laws 1990, LB 1228, § 6;
Laws 1994, LB 884, § 84;
Laws 1995, LB 109, § 227;
Laws 1997, LB 523, § 69;
Laws 2010, LB888, § 101.
Operative Date: January 1, 2011

Cross References

Business Corporation Act, see section 21-2001.
Limited Liability Company Act, see section 21-2601.
Nebraska Uniform Limited Liability Company Act, see section 21-101.