Neb. Rev. Stat. » Chapter 67
Nebraska Revised Statutes

Neb. Rev. Stat. § 67-431 (2026)

Events causing partner's dissociation

✓ current as of July 2026
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A partner is dissociated from a partnership upon the occurrence of any of the following events:

(1) The partnership's having notice of the partner's express will to withdraw as a partner or on a later date specified by the partner;

(2) An event agreed to in the partnership agreement as causing the partner's dissociation;

(3) The partner's expulsion pursuant to the partnership agreement;

(4) The partner's expulsion by the unanimous vote of the other partners if:

(a) It is unlawful to carry on the partnership business with that partner;

(b) There has been a transfer of all or substantially all of that partner's transferable interest in the partnership, other than a transfer for security purposes, or a court order charging the partner's interest, which has not been foreclosed;

(c) Within ninety days after the partnership notifies a corporate partner that it will be expelled because it has filed a certificate of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, there is no revocation of the certificate of dissolution or no reinstatement of its charter or its right to conduct business; or

(d) A partnership that is a partner has been dissolved and its business is being wound up;

(5) On application by the partnership or another partner, the partner's expulsion by judicial determination because:

(a) The partner engaged in wrongful conduct that adversely and materially affected the partnership business;

(b) The partner willfully or persistently committed a material breach of the partnership agreement or of a duty owed to the partnership or the other partners under section 67-424; or

(c) The partner engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with the partner;

(6) The partner's:

(a) Becoming a debtor in bankruptcy;

(b) Executing an assignment for the benefit of creditors;

(c) Seeking, consenting to, or acquiescing in the appointment of a trustee, receiver, or liquidator of that partner or of all or substantially all of that partner's property; or

(d) Failing, within ninety days after the appointment, to have vacated or stayed the appointment of a trustee, receiver, or liquidator of the partner or of all or substantially all of the partner's property obtained without the partner's consent or acquiescence, or failing within ninety days after the expiration of a stay to have the appointment vacated;

(7) In the case of a partner who is an individual:

(a) The partner's death;

(b) The appointment of a guardian or general conservator for the partner; or

(c) A judicial determination that the partner has otherwise become incapable of performing the partner's duties under the partnership agreement;

(8) In the case of a partner that is a trust or is acting as a partner by virtue of being a trustee of a trust, distribution of the trust's entire transferable interest in the partnership, but not merely by reason of the substitution of a successor trustee;

(9) In the case of a partner that is an estate or is acting as a partner by virtue of being a personal representative of an estate, distribution of the estate's entire transferable interest in the partnership, but not merely by reason of the substitution of a successor personal representative; or

(10) Termination of a partner who is not an individual, partnership, corporation, trust, or estate.

Notes of Decisions
Cited in 7 cases (2 in the last 5 years), 2008–2024 · leading case: Robertson v. Jacobs Cattle Co., 830 N.W.2d 191 (Neb. 2013).
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Robertson v. Jacobs Cattle Co., 830 N.W.2d 191 (Neb. 2013). · cites it 22× “§ 67-431 (5)(c) (Reissue 2010) and dissolution under Neb.”
Shoemaker v. Shoemaker, 745 N.W.2d 299 (Neb. 2008). · cites it 2× “[25] Section 67-431 provides that a partner's voluntary withdrawal no longer results in mandatory dissolution; it results in a partner's "dissociation.”
Clemens v. Emme, 316 Neb. 777 (Neb. 2024). · cites it 2× “Clemens also sought an order accounting for and settling partnership assets and debts 1 See Neb. Rev. Stat. § 67-431 (7)(a) (Reissue 2018) (partner who is individual is dissociated from partnership upon partner’s death).”
State v. Richardson, 830 N.W.2d 183 (Neb. 2013). “§ 67-431 (5)(c) (Reissue 2010) and dissolution under Neb.”
Robertson v. Jacobs Cattle Co., 292 Neb. 195 (Neb. 2015). · cites it 2× “However, the court ordered dissociation of the four partners by judicial expulsion pursuant to Neb. Rev. Stat. § 67-431 (5)(a) and (c) (Reissue 2009).”
Ac Ocean Walk, Llc. v. Blue Ocean Waters, Llc. (2024). “2013), the Nebraska Supreme Court expressly rejected an attempt to backdate a partner's dissociation under Nebraska's judicial dissociation statute, Neb. Rev. Stat. § 67-431 , which is like ours, reasoning nothing in the statute permitted "mak[ing] the dissociation retroactive…”
Robertson v. Jacobs Cattle Co. (Neb. 2014). “” We noted that there remained a question as to how such “profits” should be credited to the partners’ accounts under the partnership agreement. Appellants contended that the prof- its should be distributed pursuant to paragraph 11 of the partnership agreement, which states that…”
— Neb. Rev. Stat. § 67-431(1) — 1 case
Robertson v. Jacobs Cattle Co., 830 N.W.2d 191 (Neb. 2013). “§ 67-431 (5)(c) (Reissue 2010) and dissolution under Neb.”
— Neb. Rev. Stat. § 67-431(3) — 1 case
Robertson v. Jacobs Cattle Co., 830 N.W.2d 191 (Neb. 2013). “§ 67-431 (5)(c) (Reissue 2010) and dissolution under Neb.”
— Neb. Rev. Stat. § 67-431(5) — 1 case
Robertson v. Jacobs Cattle Co., 830 N.W.2d 191 (Neb. 2013). “§ 67-431 (5)(c) (Reissue 2010) and dissolution under Neb.”
— Neb. Rev. Stat. § 67-431(5)(a) — 1 case
Robertson v. Jacobs Cattle Co., 830 N.W.2d 191 (Neb. 2013). “§ 67-431 (5)(c) (Reissue 2010) and dissolution under Neb.”
— Neb. Rev. Stat. § 67-431(5)(c) — 1 case
Robertson v. Jacobs Cattle Co., 830 N.W.2d 191 (Neb. 2013). “§ 67-431 (5)(c) (Reissue 2010) and dissolution under Neb.”
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