29-1101

29-1101. Statement of qualification

A. A partnership or limited partnership may become a limited liability partnership
pursuant to this section.

B. The terms and conditions of a partnership or limited partnership becoming a
limited liability partnership must be approved by the vote necessary to amend the
partnership agreement.

C. After the approval provided in subsection B of this section, a partnership or
limited partnership may file a statement of qualification which shall include the
following:

1. The name of the partnership or limited partnership and the name of the limited
liability partnership;

2. The street address of the chief executive office of the partnership or limited
partnership and, if the chief executive office is not located in this state, the street
address of an office in this state, if any;

3. The name and street address of its agent for service of process pursuant to
section 29-1104;

4. A statement that the partnership or limited partnership is applying for status
as a limited liability partnership;

5. A delayed effective date, if any.

D. The status of the partnership or limited partnership as a limited liability
partnership is effective on the later of the filing of the statement or a later date
specified in the statement and such status remains effective, regardless of changes in
the partnership or limited partnership, until the statement is canceled under section
29-1005, subsection D or revoked under section 29-1103.

E. The status of a partnership or limited partnership as a limited liability
partnership and the liability of its partners shall not be affected by errors or
subsequent changes in the information required to be set forth in the statement of
qualification under subsection C of this section.

F. The filing of the statement of qualification is conclusive proof that a
partnership or limited partnership has satisfied all conditions precedent to the
qualification of a partnership or limited partnership as a limited liability partnership.

G. An amendment or cancellation of a statement of qualification is effective at the
time of its filing or on a later delayed effective date specified in the amendment or
cancellation.

H. Execution of a statement or a certificate by a limited liability partnership or
a foreign limited liability partnership constitutes an affirmation by the person who
signed it under the penalties of perjury that the facts stated in the application or
certificate are true.