29-364

29-364. Application to existing limited
partnership; definition

A. For purposes of this chapter a limited partnership formed under any prior
statute of this state and in existence on July 24, 1982 is deemed an existing limited
partnership. An existing limited partnership and its partners are governed by this
chapter and have the same rights and are subject to the same limitations, restrictions
and liabilities as a limited partnership formed under this chapter and its partners,
except as follows:

1. The partners of an existing limited partnership are not required to execute and
file a certificate of limited partnership under this chapter in order to maintain
continued existence as a limited partnership under this chapter. As used in this chapter
with respect to an existing limited partnership, unless the context otherwise requires,
"certificate of limited partnership" means the certificate of limited partnership
executed and filed or recorded pursuant to the statute under which such limited
partnership was formed, and the certificate as amended or restated.

2. The provisions of this chapter relating to the events requiring, and the method
of effecting, an amendment or cancellation of a certificate of limited partnership apply
to an existing limited partnership to the same extent and in the same way such provisions
apply to a limited partnership formed under this chapter, except that the first amendment
of the certificate of limited partnership of an existing limited partnership made after
July 24, 1982 shall be effected by the execution and filing of a certificate of
amendment setting forth all of the information specified in section 29-308, subsection
A. Such information shall be current as of the date of the filing of the certificate of
amendment which may be in the form of a restated certificate of limited partnership. The
execution and filing of such certificate of amendment shall not result in the dissolution
or in any way adversely affect the continued existence of the existing limited
partnership.

3. An existing limited partnership is not subject to section 29-302, paragraph 1 or
3 with respect to its name as set forth in its certificate of limited partnership on July
24, 1982, but it becomes subject to such provisions if, and at the time, any change in
its name is made after July 24, 1982, except that the addition of the words "limited
partnership" to an existing limited partnership's name is not, for the purpose of this
section, deemed a change of name.

4. An existing limited partnership is not subject to section 29-304, paragraph 2
until the execution and filing with the secretary of state of the certificate of
amendment referred to in paragraph 2 of this subsection, at which time the general
partners of an existing limited partnership shall have the obligation, and the right and
power, to appoint and thereafter continuously maintain an agent for service of process as
required by section 29-304, paragraph 2.

5. The references in this chapter to the date of the filing of a limited
partnership's original certificate of limited partnership mean, with respect to an
existing limited partnership, the date on which the existing limited partnership's
original certificate of limited partnership was filed or recorded pursuant to the statute
under which it was formed.

6. A certificate of amendment, a restated certificate of limited partnership or a
certificate of cancellation with respect to an existing limited partnership, in addition
to setting forth the information specified in section 29-309, subsection A, section
29-309, subsection F or section 29-310, shall state the place where the original
certificate of limited partnership was filed or recorded.

7. Sections 29-327, 29-328 and 29-338 apply only to contributions and distributions
made after July 24, 1982.

8. Section 29-342 applies only to assignments made after July 24, 1982.

9. Unless otherwise agreed to by the partners, the applicable provisions of prior
statutes governing allocation of profits and losses rather than section 29-329,
distributions to a withdrawing partner rather than section 29-334 and distributions of
assets on the winding up of a limited partnership rather than section 29-347 govern
limited partnerships formed before July 24, 1982.

B. From and after July 24, 1982, all amendments to, restatements or any
cancellation of the certificate of limited partnership of an existing limited partnership
shall be filed with the secretary of state and no such amendment, restatement or
cancellation shall be recorded in the office of the county recorder of any county of this
state.

C. Notwithstanding any other provision of this section, on or before December 31,
1984, every existing limited partnership shall execute and file with the secretary of
state a certificate of amendment which conforms to the requirements of subsection A,
paragraphs 2, 4 and 6 of this section. Failure to execute and file such an amendment
shall not result in the dissolution or in any way adversely affect the continued
existence of the existing limited partnership. However, such existing limited
partnership may not maintain any action, suit or proceeding in any court of this state
after December 31, 1984, until such an amendment has been filed.