Nebraska Partnership Agreement

The Nebraska partnership agreement ensures the co-owners or partners of a for-profit business is managed according to predetermined guidelines. In fact, this agreement establishes everything from transactions to a partner’s obligations to the business.

Last updated January 1st, 2025

The Nebraska partnership agreement ensures the co-owners or partners of a for-profit business is managed according to predetermined guidelines. In fact, this agreement establishes everything from transactions to a partner’s obligations to the business.

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Nebraska Partnership Types (4)

Partnership Type State Filing Requirement
General Partnership (GP) There is no filing requirement for a Statement of Partnership Authority; however, a general partnership may be registered online File with Nebraska Secretary of State Corporate Document eDelivery ($110.00)
Limited Partnership (LP) File online with Nebraska Secretary of State Corporate Document eDelivery ($110.00)Foreign Limited Partnership ($110.00 + $10.00/certificate)
Limited Liability Partnership (LLP) Statement of Qualification or File online with Nebraska Secretary of State Corporate Document eDelivery ($110.00)
Limited Liability Limited Partnership (LLLP) File online with Nebraska Secretary of State Corporate Document eDelivery (Min: $110.00)

Fiduciary Duty

Duty of Loyalty:
  • Partners that receive any profits, benefits, or properties as a result of their dealings with their partnership or the “partnership property” provide a complete of such benefits to the other partners. [1]
  • Partners prioritize the partnership and must especially avoid working with or representing any person (i.e. business, individual, trust) with “an interest adverse” to that of the partnership business. [2]
  • All Partners respect their partnership’s status on the market and do not engage in “competing with the partnership.” [3]

Duty of Care:

  • General partners and limited partners purposely avoid “reckless conduct” or committing any “violation of the law” since this is required by state law and their partnership agreement. [4]
  • Partners act “consistently with the obligation of good faith” whenever required to exercise their rights with the partnership business. [5]

Liability

Partners are responsible for a partnership’s debts, judgments, and other liabilities; however, such liability may be adjusted or absorbed if the damages or obligations were incurred “while the partnership is a limited liability partnership.” [6]

A partner, once in a partnership, is “personally liable” for the obligations, penalties, actions, and debts the partnership holds but not for those already in place at the time of their admittance. [7]

Limited partners obey the partnership agreement and state laws in order to maintain their role thus, they do not exhibit “control” over the business or manage it without risking the liability associated with a general partner. [8]

Limited partners are liable to third parties whenever presenting themselves (erroneously) as general partners that “transact business” on behalf of the partnership. [9]

State Definitions (7)

General partner means the partner in a general or limited partnership that is identified with this title in the partnership agreement or, in the case of foreign limited partnerships, a “similar instrument.” [10]

Limited partner means the partner in a limited partnership who, “as provided in the Nebraska Uniform Limited Partnership Act,” thus does not control the business beyond their role.[11]

Partnership means a business specifically formed to make a profit with “two or more persons” as co-owners. [12]

Limited partnership, otherwise known as a domestic limited partnership, means that a partnership is formed “under the laws of this state” that is owned by one (or more) general partner(s) and one (or more) limited partner(s).[13]

Limited liability partnership means the for-profit partnership successfully registered its statement of qualification with the state of Nebraska (as per 67-454) while possessing no “similar statement in effect” outside the jurisdiction of Nebraska.[14]

Foreign limited partnership means the limited partnership originated outside Nebraska (i.e., another state or country) and operates under another jurisdiction’s authority and requirements. [15]

Foreign limited liability partnership means the LLP formed in another state or country’s jurisdiction and operates as “a limited liability partnership under those laws.”[16]