State Codes and Statutes

Statutes > Nebraska > Chapter67 > 67-248_02

67-248.02. Merger, consolidation, or conversion; domesticor foreign partnerships, limited partnerships, limited liability companies,or corporations; procedure.(a) One or more domestic or foreignpartnerships or limited partnerships may merge or consolidate with one ormore domestic or foreign partnerships or limited partnerships. Sections 67-446to 67-453 shall govern the merger or consolidation.(b) Pursuant to an agreement, one or more domestic or foreign limitedpartnerships, limited liability companies, or corporations may merge intoor consolidate with one or more domestic or foreign limited partnerships,limited liability companies, or corporations. If the resulting entity is adomestic corporation, the Business Corporation Act shall govern the mergeror consolidation. If the surviving or resulting entity is a corporation, themerger 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 limitedliability company, the board of directors of each domestic corporation partyto such merger or consolidation shall, by resolution adopted by each suchboard, approve a plan of merger or plan of consolidation setting forth informationsubstantially 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 LimitedLiability Company Act or theNebraska Uniform Limited Liability Company Act shall govern themerger or consolidation. Unless otherwise provided in the partnership agreement,a plan of merger or plan of consolidation shall be approved by each domesticlimited partnership which is to merge or consolidate (1) by all general partnersand (2) by limited partners or, if there is more than one class or group oflimited partners, then by limited partners of each class or group of limitedpartners, in either case, who own more than fifty percent of the then currentpercentage or other interest in the profits of the domestic limited partnershipowned by all of the limited partners or by the limited partners in each classor group, as appropriate. Notwithstanding prior approval, an agreement orplan of merger or agreement or plan of consolidation may be terminated oramended pursuant to a provision for such termination or amendment containedin the agreement or plan of merger or agreement or plan of consolidation.(c) If the surviving or resulting entity of a merger or consolidationpursuant to subsection (b) of this section is not a domestic limited partnership,limited liability company, or corporation following a merger or consolidationof one or more domestic limited partnerships, limited liability companies,or corporations and one or more foreign limited partnerships, limited liabilitycompanies, or corporations, the surviving or resulting entity shall complywith 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 ofState by the surviving or resulting limited partnership, limited liabilitycompany, or corporation stating that the surviving or resulting limited partnership,limited liability company, or corporation agrees that it may be served withprocess within or outside this state in any proceeding in the courts of thisstate for the enforcement of any obligation of such former domestic limitedpartnership.(d) A merger or consolidation pursuant to subsection (b) of this sectionto which a domestic corporation is a party shall become effective as providedin sections 21-20,128 to 21-20,134. A merger, consolidation, or conversion to whicha domestic limited liability company is a party shall become effective asprovided in sections 21-170to 21-184 or 21-2647 to 21-2653. Any other merger or consolidationprovided for in the Nebraska Uniform Limited Partnership Act shall becomeeffective as provided in the agreement or plan of merger or consolidation.When such merger, consolidation, or conversion has becomeeffective, the terms of sections 21-20,128 to 21-20,134 shall apply if thesurviving or resulting entity is a corporation, the terms of section 21-174, 21-178, or 21-2651shall apply if the surviving or resulting entity is a limited liability company,and the following provisions shall apply if the surviving or resulting entityis a limited partnership:(1) The several limited partnerships, limited liability companies, orcorporations which are parties to the merger or consolidation agreement shallbe a single limited partnership which, in the case of a merger, shall be thatlimited partnership designated in the merger agreement as the surviving limitedpartnership and, in the case of a consolidation, shall be the new limitedpartnership provided for in the consolidation agreement;(2) The separate existence of all limited partnerships, limited liabilitycompanies, and corporations which are parties to the merger or consolidationagreement, except the surviving or new limited partnership, shall cease;(3) If the surviving or new limited partnership is a domestic limitedpartnership, it shall have all the rights, privileges, immunities, and powersand shall be subject to all the duties and liabilities of a limited partnershiporganized 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, subjectto the Nebraska Uniform Limited Partnership Act, each of the merging or consolidatingcorporations. All property, real, personal, and mixed, all debts due on whateveraccount, all other things and causes of actions, and all and every other interestbelonging to or due to any of the limited partnerships, limited liabilitycompanies, and corporations as merged or consolidated shall be taken and deemedto be transferred to and vested in the surviving or new limited partnershipwithout further act and deed and shall thereafter be the property of the survivingor new limited partnership as they were of any of such merging or consolidatingentities. The title to any real property or any interest in such propertyvested in any of such merging or consolidating entities shall not revert orbe in any way impaired by reason of such merger or consolidation;(5) Such surviving or new limited partnership shall be responsible andliable for all the liabilities and obligations of each of the limited partnerships,limited liability companies, or corporations so merged or consolidated. Anyclaim existing or action or proceeding pending by or against any of such limitedpartnerships, limited liability companies, or corporations may be prosecutedas if such merger or consolidation had not taken place or such surviving ornew limited partnership may be substituted in its place. Neither the rightsof creditors nor any liens upon the property of any such limited partnerships,limited liability companies, or corporations shall be impaired by such mergeror consolidation; and(6) The equity securities of the corporation or corporations, limitedliability company or companies, and limited partnership or limited partnershipsparty to the merger or consolidation that are, under the terms of the mergeror consolidation, to be converted or exchanged shall cease to exist, and theholders of such equity securities shall thereafter be entitled only to thecash, property, or securities into which they shall have been converted inaccordance with the terms of the merger or consolidation, subject to any rightsunder sections 21-20,137 to 21-20,150, the Limited Liability CompanyAct, or the Nebraska UniformLimited Liability Company Act. SourceLaws 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 ReferencesBusiness Corporation Act, see section 21-2001.Limited Liability Company Act, see section 21-2601.Nebraska Uniform Limited Liability Company Act, see section 21-101.

State Codes and Statutes

Statutes > Nebraska > Chapter67 > 67-248_02

67-248.02. Merger, consolidation, or conversion; domesticor foreign partnerships, limited partnerships, limited liability companies,or corporations; procedure.(a) One or more domestic or foreignpartnerships or limited partnerships may merge or consolidate with one ormore domestic or foreign partnerships or limited partnerships. Sections 67-446to 67-453 shall govern the merger or consolidation.(b) Pursuant to an agreement, one or more domestic or foreign limitedpartnerships, limited liability companies, or corporations may merge intoor consolidate with one or more domestic or foreign limited partnerships,limited liability companies, or corporations. If the resulting entity is adomestic corporation, the Business Corporation Act shall govern the mergeror consolidation. If the surviving or resulting entity is a corporation, themerger 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 limitedliability company, the board of directors of each domestic corporation partyto such merger or consolidation shall, by resolution adopted by each suchboard, approve a plan of merger or plan of consolidation setting forth informationsubstantially 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 LimitedLiability Company Act or theNebraska Uniform Limited Liability Company Act shall govern themerger or consolidation. Unless otherwise provided in the partnership agreement,a plan of merger or plan of consolidation shall be approved by each domesticlimited partnership which is to merge or consolidate (1) by all general partnersand (2) by limited partners or, if there is more than one class or group oflimited partners, then by limited partners of each class or group of limitedpartners, in either case, who own more than fifty percent of the then currentpercentage or other interest in the profits of the domestic limited partnershipowned by all of the limited partners or by the limited partners in each classor group, as appropriate. Notwithstanding prior approval, an agreement orplan of merger or agreement or plan of consolidation may be terminated oramended pursuant to a provision for such termination or amendment containedin the agreement or plan of merger or agreement or plan of consolidation.(c) If the surviving or resulting entity of a merger or consolidationpursuant to subsection (b) of this section is not a domestic limited partnership,limited liability company, or corporation following a merger or consolidationof one or more domestic limited partnerships, limited liability companies,or corporations and one or more foreign limited partnerships, limited liabilitycompanies, or corporations, the surviving or resulting entity shall complywith 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 ofState by the surviving or resulting limited partnership, limited liabilitycompany, or corporation stating that the surviving or resulting limited partnership,limited liability company, or corporation agrees that it may be served withprocess within or outside this state in any proceeding in the courts of thisstate for the enforcement of any obligation of such former domestic limitedpartnership.(d) A merger or consolidation pursuant to subsection (b) of this sectionto which a domestic corporation is a party shall become effective as providedin sections 21-20,128 to 21-20,134. A merger, consolidation, or conversion to whicha domestic limited liability company is a party shall become effective asprovided in sections 21-170to 21-184 or 21-2647 to 21-2653. Any other merger or consolidationprovided for in the Nebraska Uniform Limited Partnership Act shall becomeeffective as provided in the agreement or plan of merger or consolidation.When such merger, consolidation, or conversion has becomeeffective, the terms of sections 21-20,128 to 21-20,134 shall apply if thesurviving or resulting entity is a corporation, the terms of section 21-174, 21-178, or 21-2651shall apply if the surviving or resulting entity is a limited liability company,and the following provisions shall apply if the surviving or resulting entityis a limited partnership:(1) The several limited partnerships, limited liability companies, orcorporations which are parties to the merger or consolidation agreement shallbe a single limited partnership which, in the case of a merger, shall be thatlimited partnership designated in the merger agreement as the surviving limitedpartnership and, in the case of a consolidation, shall be the new limitedpartnership provided for in the consolidation agreement;(2) The separate existence of all limited partnerships, limited liabilitycompanies, and corporations which are parties to the merger or consolidationagreement, except the surviving or new limited partnership, shall cease;(3) If the surviving or new limited partnership is a domestic limitedpartnership, it shall have all the rights, privileges, immunities, and powersand shall be subject to all the duties and liabilities of a limited partnershiporganized 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, subjectto the Nebraska Uniform Limited Partnership Act, each of the merging or consolidatingcorporations. All property, real, personal, and mixed, all debts due on whateveraccount, all other things and causes of actions, and all and every other interestbelonging to or due to any of the limited partnerships, limited liabilitycompanies, and corporations as merged or consolidated shall be taken and deemedto be transferred to and vested in the surviving or new limited partnershipwithout further act and deed and shall thereafter be the property of the survivingor new limited partnership as they were of any of such merging or consolidatingentities. The title to any real property or any interest in such propertyvested in any of such merging or consolidating entities shall not revert orbe in any way impaired by reason of such merger or consolidation;(5) Such surviving or new limited partnership shall be responsible andliable for all the liabilities and obligations of each of the limited partnerships,limited liability companies, or corporations so merged or consolidated. Anyclaim existing or action or proceeding pending by or against any of such limitedpartnerships, limited liability companies, or corporations may be prosecutedas if such merger or consolidation had not taken place or such surviving ornew limited partnership may be substituted in its place. Neither the rightsof creditors nor any liens upon the property of any such limited partnerships,limited liability companies, or corporations shall be impaired by such mergeror consolidation; and(6) The equity securities of the corporation or corporations, limitedliability company or companies, and limited partnership or limited partnershipsparty to the merger or consolidation that are, under the terms of the mergeror consolidation, to be converted or exchanged shall cease to exist, and theholders of such equity securities shall thereafter be entitled only to thecash, property, or securities into which they shall have been converted inaccordance with the terms of the merger or consolidation, subject to any rightsunder sections 21-20,137 to 21-20,150, the Limited Liability CompanyAct, or the Nebraska UniformLimited Liability Company Act. SourceLaws 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 ReferencesBusiness Corporation Act, see section 21-2001.Limited Liability Company Act, see section 21-2601.Nebraska Uniform Limited Liability Company Act, see section 21-101.

State Codes and Statutes

State Codes and Statutes

Statutes > Nebraska > Chapter67 > 67-248_02

67-248.02. Merger, consolidation, or conversion; domesticor foreign partnerships, limited partnerships, limited liability companies,or corporations; procedure.(a) One or more domestic or foreignpartnerships or limited partnerships may merge or consolidate with one ormore domestic or foreign partnerships or limited partnerships. Sections 67-446to 67-453 shall govern the merger or consolidation.(b) Pursuant to an agreement, one or more domestic or foreign limitedpartnerships, limited liability companies, or corporations may merge intoor consolidate with one or more domestic or foreign limited partnerships,limited liability companies, or corporations. If the resulting entity is adomestic corporation, the Business Corporation Act shall govern the mergeror consolidation. If the surviving or resulting entity is a corporation, themerger 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 limitedliability company, the board of directors of each domestic corporation partyto such merger or consolidation shall, by resolution adopted by each suchboard, approve a plan of merger or plan of consolidation setting forth informationsubstantially 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 LimitedLiability Company Act or theNebraska Uniform Limited Liability Company Act shall govern themerger or consolidation. Unless otherwise provided in the partnership agreement,a plan of merger or plan of consolidation shall be approved by each domesticlimited partnership which is to merge or consolidate (1) by all general partnersand (2) by limited partners or, if there is more than one class or group oflimited partners, then by limited partners of each class or group of limitedpartners, in either case, who own more than fifty percent of the then currentpercentage or other interest in the profits of the domestic limited partnershipowned by all of the limited partners or by the limited partners in each classor group, as appropriate. Notwithstanding prior approval, an agreement orplan of merger or agreement or plan of consolidation may be terminated oramended pursuant to a provision for such termination or amendment containedin the agreement or plan of merger or agreement or plan of consolidation.(c) If the surviving or resulting entity of a merger or consolidationpursuant to subsection (b) of this section is not a domestic limited partnership,limited liability company, or corporation following a merger or consolidationof one or more domestic limited partnerships, limited liability companies,or corporations and one or more foreign limited partnerships, limited liabilitycompanies, or corporations, the surviving or resulting entity shall complywith 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 ofState by the surviving or resulting limited partnership, limited liabilitycompany, or corporation stating that the surviving or resulting limited partnership,limited liability company, or corporation agrees that it may be served withprocess within or outside this state in any proceeding in the courts of thisstate for the enforcement of any obligation of such former domestic limitedpartnership.(d) A merger or consolidation pursuant to subsection (b) of this sectionto which a domestic corporation is a party shall become effective as providedin sections 21-20,128 to 21-20,134. A merger, consolidation, or conversion to whicha domestic limited liability company is a party shall become effective asprovided in sections 21-170to 21-184 or 21-2647 to 21-2653. Any other merger or consolidationprovided for in the Nebraska Uniform Limited Partnership Act shall becomeeffective as provided in the agreement or plan of merger or consolidation.When such merger, consolidation, or conversion has becomeeffective, the terms of sections 21-20,128 to 21-20,134 shall apply if thesurviving or resulting entity is a corporation, the terms of section 21-174, 21-178, or 21-2651shall apply if the surviving or resulting entity is a limited liability company,and the following provisions shall apply if the surviving or resulting entityis a limited partnership:(1) The several limited partnerships, limited liability companies, orcorporations which are parties to the merger or consolidation agreement shallbe a single limited partnership which, in the case of a merger, shall be thatlimited partnership designated in the merger agreement as the surviving limitedpartnership and, in the case of a consolidation, shall be the new limitedpartnership provided for in the consolidation agreement;(2) The separate existence of all limited partnerships, limited liabilitycompanies, and corporations which are parties to the merger or consolidationagreement, except the surviving or new limited partnership, shall cease;(3) If the surviving or new limited partnership is a domestic limitedpartnership, it shall have all the rights, privileges, immunities, and powersand shall be subject to all the duties and liabilities of a limited partnershiporganized 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, subjectto the Nebraska Uniform Limited Partnership Act, each of the merging or consolidatingcorporations. All property, real, personal, and mixed, all debts due on whateveraccount, all other things and causes of actions, and all and every other interestbelonging to or due to any of the limited partnerships, limited liabilitycompanies, and corporations as merged or consolidated shall be taken and deemedto be transferred to and vested in the surviving or new limited partnershipwithout further act and deed and shall thereafter be the property of the survivingor new limited partnership as they were of any of such merging or consolidatingentities. The title to any real property or any interest in such propertyvested in any of such merging or consolidating entities shall not revert orbe in any way impaired by reason of such merger or consolidation;(5) Such surviving or new limited partnership shall be responsible andliable for all the liabilities and obligations of each of the limited partnerships,limited liability companies, or corporations so merged or consolidated. Anyclaim existing or action or proceeding pending by or against any of such limitedpartnerships, limited liability companies, or corporations may be prosecutedas if such merger or consolidation had not taken place or such surviving ornew limited partnership may be substituted in its place. Neither the rightsof creditors nor any liens upon the property of any such limited partnerships,limited liability companies, or corporations shall be impaired by such mergeror consolidation; and(6) The equity securities of the corporation or corporations, limitedliability company or companies, and limited partnership or limited partnershipsparty to the merger or consolidation that are, under the terms of the mergeror consolidation, to be converted or exchanged shall cease to exist, and theholders of such equity securities shall thereafter be entitled only to thecash, property, or securities into which they shall have been converted inaccordance with the terms of the merger or consolidation, subject to any rightsunder sections 21-20,137 to 21-20,150, the Limited Liability CompanyAct, or the Nebraska UniformLimited Liability Company Act. SourceLaws 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 ReferencesBusiness Corporation Act, see section 21-2001.Limited Liability Company Act, see section 21-2601.Nebraska Uniform Limited Liability Company Act, see section 21-101.