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.