Domestic Limited Partnership Formation Filing in Nebraska

At a glance

Requirements one by one

Agreement and certificate

Nebraska's Uniform Limited Partnership Act covers a domestic partnership of at least two persons with general and limited partners (§§ 67-233(7), 67-296). Nebraska Revised Statutes § 67-233(10) defines a partnership agreement as written or oral. The express formation step in § 67-240(a) is instead a certificate executed by all initial general partners and filed with the Secretary of State. It states the LP name, office address, service agent's name and street address (plus any post office box), and each general partner's name and business, residence, or mailing address. Partners may add other matters; the required list does not call for limited-partner names or an attached agreement.

Name, office, and signer

Section 67-234(1)-(4) permits “limited partnership,” “limited,” “L.P.,” or “Ltd.” and restricts a limited partner's name. It bars names that are the same as or deceptively similar to registered trade names or other entity names, with a filed written consent or transfer route for the latter category. Section 67-236(a) requires a Nebraska office, which need not conduct the business, and an eligible resident individual or qualifying entity as service agent. Under § 67-243(a)-(b), an attorney in fact may sign; a general partner's execution affirms the certificate's facts under penalty of perjury to the best of that partner's knowledge and belief.

Filing, fee, and formation

Section 67-245(a) requires two signed copies. After the required fee, the Secretary of State endorses both, keeps one, and returns the other unless the certificate does not conform to law. Section 67-293 sets $110 for a written initial certificate or $100 if submitted electronically under the statute; the Secretary of State's fee page lists $110 for the domestic certificate. Under § 67-240(b), substantial compliance forms the LP at filing or a later time stated in the certificate. The filed endorsement is conclusive of its filing date absent proof of actual fraud under § 67-245(a)(1); § 67-247 also makes the filed certificate notice of LP status and required certificate facts.

What trips people up

Nebraska's LP formation and filing provisions, §§ 67-240 and 67-245, require a certificate, signed copies, and a fee but state no newspaper publication or proof filing step. Do not import the separate LLC publication rule into this filing. A later time in the certificate controls formation under § 67-240(b), so delivery alone does not fix the formation moment.

Common questions

Must every limited partner sign the certificate? Section 67-240(a) assigns execution to all persons who initially will be general partners; limited partners are not in that signer list.

Can a signer use a power of attorney? Yes. Section 67-243(a) allows an attorney in fact and says the power need not be filed with the Secretary of State, but the person exercising it must retain it.

Does filing give public notice of every optional statement? No. Section 67-247 limits notice to LP status and the certificate facts required by § 67-240 and the specified later amendment provision.

Statutes and sources

The official Chapter 67 text and these focused sections were checked September 23, 2026. The Secretary of State fee page was checked the same day.

• Neb. Rev. Stat. § 67-233(7), (10): “Limited partnership and domestic limited partnership shall mean a partnership formed by two or more persons under the laws of this state and having one or more general partners and one or more limited partners; … Partnership agreement shall mean any valid agreement, written or oral, of the partners as to the affairs of a limited partnership or foreign limited partnership and the conduct of its business;” (official text).
• Neb. Rev. Stat. § 67-234(1)-(4): “Shall contain the words limited partnership or limited or the abbreviations L.P. or Ltd.; … Shall not be the same as or deceptively similar to, upon the records in the office of the Secretary of State, any other business entity name registered or on file with the Secretary of State pursuant to Nebraska law” (official text).
• Neb. Rev. Stat. § 67-236(a): “Each limited partnership shall have and maintain in this state: (1) An office which may but need not be a place of its business in this state; and (2) An agent for service of process on the limited partnership” (official text).
• Neb. Rev. Stat. § 67-240(a)-(b): “In order to form a limited partnership, all persons who initially will be the general partners shall execute a certificate of limited partnership. … A limited partnership is formed at the time of the filing of the certificate of limited partnership … or at any later time specified in the certificate of limited partnership” with substantial compliance (official text).
• Neb. Rev. Stat. § 67-243(a)-(b): “Any person may sign any certificate required by sections 67-240 to 67-248 … by an attorney in fact. … The execution of a certificate by a general partner constitutes an affirmation under the penalties of perjury” (official text).
• Neb. Rev. Stat. § 67-245(a): “Two signed copies of the certificate of limited partnership … shall be delivered to the Secretary of State. … This endorsement shall be conclusive of the date of its filing in the absence of proof of actual fraud” (official text).
• Neb. Rev. Stat. § 67-247: “The fact that a certificate of limited partnership is on file … is notice that the partnership is a limited partnership and is notice of all other facts set forth in the certificate which are required to be set forth … but it is not notice of any other fact.” (official text).
• Neb. Rev. Stat. § 67-293: “the filing fee for filing a certificate of limited partnership pursuant to section 67-240 … shall be one hundred ten dollars if the filing is submitted in writing and one hundred dollars if the filing is submitted electronically” (official text).
• Neb. Rev. Stat. § 67-296: “Sections 67-233 to 67-2,100 shall be known and may be cited as the Nebraska Uniform Limited Partnership Act.” (official text).