2005 Nevada Revised Statutes - Chapter 88 — Limited Partnerships (Uniform Act)
CHAPTER 88 - LIMITED PARTNERSHIPS (UNIFORMACT)
GENERAL PROVISIONS
NRS 88.010 Shorttitle.
NRS 88.315 Definitions.
NRS 88.320 Nameof partnership: Distinguishable name required; limitations; availability ofname of forfeited, merged or otherwise terminated partnership; regulations.
NRS 88.325 Nameof partnership: Reservation; transfer of right to exclusive use of reservedname.
NRS 88.327 Nameof partnership: Reinstatement under old or new name; regulations.
NRS 88.330 Residentagent required; maintenance of records at office in State; change of address.
NRS 88.331 Residentagent: Revocation of appointment; change of name.
NRS 88.332 Residentagent: Resignation; designation of successor after death, resignation orremoval from State.
NRS 88.335 Recordsrequired to be maintained at office in State; inspection and copying ofrecords.
NRS 88.336 Formrequired for filing of records.
NRS 88.337 Procedureto submit replacement page to Secretary of State before actual filing ofrecord.
NRS 88.338 Filingof records written in language other than English.
NRS 88.339 Correctionof inaccurate or defective record filed with Secretary of State.
NRS 88.340 Partnershiprecords: Microfilming; imaging; return.
NRS 88.342 Businesswhich may be carried on.
NRS 88.345 Rightof partner to transact other business with partnership.
FORMATION
NRS 88.350 Filingrequirements; required and optional provisions of certificate of limited partnership.
NRS 88.355 Amendmentand restatement of certificate of limited partnership.
NRS 88.360 Cancellationof certificate of limited partnership.
NRS 88.365 Authorityof district court to order signing of certificate.
NRS 88.370 Noticeimparted by filing certificate of limited partnership.
NRS 88.375 Mannerin which certificates must be signed.
NRS 88.380 Filingof certificates or judicial decrees; effective date.
NRS 88.385 Liabilityfor false statements in certificates.
NRS 88.390 Deliveryof certificates to limited partners.
NRS 88.395 Annuallist: Filing requirements; fees; notice.
NRS 88.397 Additionalfiling requirements for certain partnerships: Criteria; statement; fees.
NRS 88.400 Certificateof authorization to transact business; identification of defaultingpartnerships; reinstatement of partnership which is unit-owners association;forfeiture and penalty.
NRS 88.405 Defaultingpartnerships: Duties of Secretary of State; revocation of certificate; assetsheld in trust.
NRS 88.410 Defaultingpartnerships: Conditions and procedure for reinstatement.
NRS 88.415 Fees.
LIMITED PARTNERS
NRS 88.420 Whenperson becomes limited partner; admission of additional limited partners.
NRS 88.425 Votingrights.
NRS 88.430 Liabilityto other persons; exceptions.
NRS 88.435 Liabilityof person erroneously believing himself limited partner.
NRS 88.440 Rightof limited partner to records and information of partnership.
GENERAL PARTNERS
NRS 88.445 Admissionof additional general partners.
NRS 88.450 Eventsof withdrawal.
NRS 88.455 Rights,powers and liabilities.
NRS 88.460 Contributionsto partnership by general partner.
NRS 88.465 Votingrights.
FINANCES
NRS 88.470 Formof partners contribution.
NRS 88.475 Liabilityof partner for contributions to partnership.
NRS 88.480 Sharingof profits and losses among partners.
NRS 88.485 Distributionof assets among partners.
DISTRIBUTIONS AND WITHDRAWAL
NRS 88.490 Rightof partner to receive distributions before withdrawal from or dissolution ofpartnership.
NRS 88.495 Withdrawalof general partner.
NRS 88.500 Withdrawalof limited partner.
NRS 88.505 Distributionupon withdrawal.
NRS 88.510 Distributionin kind.
NRS 88.515 Rightsupon distribution.
NRS 88.520 Limitationson distribution.
NRS 88.525 Liabilityupon return of contribution.
INTERESTS IN PARTNERSHIPS
NRS 88.528 Natureof interest in partnership.
NRS 88.530 Assignments.
NRS 88.535 Rightsand remedies of creditor of partner.
NRS 88.540 Rightof assignee to become limited partner; liability.
NRS 88.545 Rightsof estate of deceased or incompetent partner.
DISSOLUTION
NRS 88.550 Eventscausing dissolution.
NRS 88.555 Dissolutionby decree of district court.
NRS 88.560 Windingup.
NRS 88.565 Distributionof assets.
FOREIGN LIMITED PARTNERSHIPS
NRS 88.570 Lawgoverning organization, internal affairs and liability of limited partners.
NRS 88.575 Filingrequirements; required provisions of application for registration.
NRS 88.580 Issuanceof certificate of registration by Secretary of State.
NRS 88.585 Registrationof name.
NRS 88.590 Amendmentsto application for registration.
NRS 88.591 Annuallist: Filing requirements; fees; powers and duties of Secretary of State.
NRS 88.5915 Additionalfiling requirements for certain partnerships: Criteria; statement; fees.
NRS 88.592 Certificateof authorization to transact business.
NRS 88.5925 Addressesof managing partners required; failure to file.
NRS 88.593 Defaultingpartnerships: Identification; forfeiture of right to transact business;penalty.
NRS 88.5935 Defaultingpartnerships: Duties of Secretary of State.
NRS 88.594 Defaultingpartnerships: Conditions and procedure for reinstatement.
NRS 88.5945 Defaultingpartnerships: Reinstatement under old or new name; regulations.
NRS 88.595 Cancellationof registration.
NRS 88.600 Transactionof business without registration.
NRS 88.602 Activitiesnot constituting transaction of business.
NRS 88.603 Determinationof whether solicitation is made or accepted.
NRS 88.605 Actionby Attorney General to restrain transaction of business.
REGISTERED LIMITED-LIABILITY LIMITED PARTNERSHIPS
NRS 88.606 Filingrequirements; required and optional provisions of certificate of registration.
NRS 88.6065 Nameof partnership: Distinguishable name required; limitations; availability ofname of forfeited, merged or otherwise terminated partnership; regulations.
NRS 88.607 Terminationof registration.
NRS 88.6075 Statusof partnership and liability of partners not affected by errors in certainfiled information.
NRS 88.608 Liabilityof partner for debt or liability of partnership.
NRS 88.6085 Liabilityof persons acting on behalf of partnership without authority.
NRS 88.609 Nameof foreign partnership.
DERIVATIVE ACTIONS
NRS 88.610 Authorityof limited partner to bring action.
NRS 88.615 Qualificationsof plaintiff.
NRS 88.620 Pleading.
NRS 88.625 Expenses.
MISCELLANEOUS PROVISIONS
NRS 88.630 Legislativeintent.
NRS 88.635 Applicabilityof chapter 87 of NRS. [Effective through June30, 2006.]
NRS 88.635 Applicabilityof NRS 87.010 to
NRS 88.640 Provisionsfor existing partnerships.
NRS 88.645 Actrepealed.
NRS 88.650 Operationof domestic partnership in another jurisdiction.
_________
GENERAL PROVISIONS
NRS
[27:73:1931; 1931 NCL 5029.26]
NRS
1. Certificate of limited partnership means thecertificate referred to in NRS 88.350,and the certificate as amended or restated.
2. Contribution means any cash, property, servicesrendered, or a promissory note or other binding obligation to contribute cashor property or to perform services, which a partner contributes to a limitedpartnership in his capacity as a partner.
3. Event of withdrawal of a general partner means anevent that causes a person to cease to be a general partner as provided in
4. Foreign limited partnership means a partnershipformed under the laws of any state other than this State and having as partnersone or more general partners and one or more limited partners.
5. Foreign registered limited-liability limitedpartnership means a foreign limited-liability limited partnership:
(a) Formed pursuant to an agreement governed by thelaws of another state; and
(b) Registered pursuant to and complying with
6. General partner means a person who has beenadmitted to a limited partnership as a general partner in accordance with thepartnership agreement and named in the certificate of limited partnership as ageneral partner.
7. Limited partner means a person who has beenadmitted to a limited partnership as a limited partner in accordance with thepartnership agreement.
8. Limited partnership and domestic limitedpartnership mean a partnership formed by two or more persons under the laws ofthis State and having one or more general partners and one or more limitedpartners.
9. Partner means a limited or general partner.
10. Partnership agreement means any valid agreement,written or oral, of the partners as to the affairs of a limited partnership andthe conduct of its business.
11. Partnership interest means a partners share ofthe profits and losses of a limited partnership and the right to receivedistributions of partnership assets.
12. Record means information that is inscribed ontangible medium or that is stored in an electronic or other medium and isretrievable in perceivable form.
13. Registered limited-liability limited partnershipmeans a limited partnership:
(a) Formed pursuant to an agreement governed by thischapter; and
(b) Registered pursuant to and complying with
14. Registered office means the office maintained atthe street address of the resident agent.
15. Resident agent means the agent appointed by thelimited partnership upon whom process or a notice or demand authorized by lawto be served upon the limited partnership may be served.
16. Sign means to affix a signature to a record.
17. Signature means a name, word, symbol or markexecuted or otherwise adopted, or a record encrypted or similarly processed inwhole or in part, by a person with the present intent to identify himself andadopt or accept a record. The term includes, without limitation, an electronicsignature as defined in NRS 719.100.
18. State means a state, territory or possession ofthe United States, the District of Columbia or the Commonwealth of Puerto Rico.
19. Street address of a resident agent means theactual physical location in this State at which a resident is available forservice of process.
(Added to NRS by 1985, 1279; A 1987, 65; 1995, 2114;1997, 724; 1999, 1620;2001, 101,
NRS
1. Except as otherwise provided in
(a) Must contain the words Limited Partnership, orthe abbreviation LP or L.P.;
(b) May not contain the name of a limited partnerunless:
(1) It is also the name of a general partner orthe corporate name of a corporate general partner; or
(2) The business of the limited partnership hadbeen carried on under that name before the admission of that limited partner;and
(c) Must be distinguishable on the records of theSecretary of State from the names of all other artificial persons formed,organized, registered or qualified pursuant to the provisions of this titlethat are on file in the Office of the Secretary of State and all names that arereserved in the Office of the Secretary of State pursuant to the provisions ofthis title. If the name on the certificate of limited partnership submitted tothe Secretary of State is not distinguishable from any name on file or reservedname, the Secretary of State shall return the certificate to the filer, unlessthe written, acknowledged consent to the use of the same or the requestedsimilar name of the holder of the name on file or reserved name accompanies thecertificate of limited partnership.
2. For the purposes of this section, a proposed nameis not distinguished from a name on file or reserved name solely because one orthe other contains distinctive lettering, a distinctive mark, a trademark or atrade name, or any combination thereof.
3. The Secretary of State shall not accept for filingany certificate of limited partnership for any limited partnership formed orexisting pursuant to the laws of this State which provides that the name of thelimited partnership contains the word accountant, accounting,accountancy, auditor or auditing unless the Nevada State Board ofAccountancy certifies that the limited partnership:
(a) Is registered pursuant to the provisions of
(b) Has filed with the Nevada State Board ofAccountancy under penalty of perjury a written statement that the limitedpartnership is not engaged in the practice of accounting and is not offering topractice accounting in this State.
4. The Secretary of State shall not accept for filingany certificate of limited partnership for any limited partnership formed orexisting pursuant to the laws of this State which provides that the name of thelimited partnership contains the word bank or trust unless:
(a) It appears from the certificate of limitedpartnership that the limited partnership proposes to carry on business as abanking or trust company, exclusively or in connection with its business as abank, savings and loan association or thrift company; and
(b) The certificate of limited partnership is firstapproved by the Commissioner of Financial Institutions.
5. The Secretary of State shall not accept for filingany certificate of limited partnership for any limited partnership formed orexisting pursuant to the provisions of this chapter if it appears from thecertificate of limited partnership that the business to be carried on by thelimited partnership is subject to supervision by the Commissioner of Insuranceor by the Commissioner of Financial Institutions, unless the certificate oflimited partnership is approved by the Commissioner who will supervise thebusiness of the limited partnership.
6. Except as otherwise provided in subsection 5, theSecretary of State shall not accept for filing any certificate of limitedpartnership for any limited partnership formed or existing pursuant to the lawsof this State which provides that the name of the limited partnership containsthe words engineer, engineered, engineering, professional engineer,registered engineer or licensed engineer unless:
(a) The State Board of Professional Engineers and LandSurveyors certifies that the principals of the limited partnership are licensedto practice engineering pursuant to the laws of this State; or
(b) The State Board of Professional Engineers and LandSurveyors certifies that the limited partnership is exempt from theprohibitions of NRS 625.520.
7. The Secretary of State shall not accept for filingany certificate of limited partnership for any limited partnership formed orexisting pursuant to the laws of this State which provides that the name of thelimited partnership contains the words common-interest community, communityassociation, master association, unit-owners association or homeownersassociation or if it appears in the certificate of limited partnership that thepurpose of the limited partnership is to operate as a unit-owners associationpursuant to chapter 116 of NRS unless theAdministrator of the Real Estate Division of the Department of Business andIndustry certifies that the limited partnership has:
(a) Registered with the Ombudsman for Owners inCommon-Interest Communities pursuant to NRS116.31158; and
(b) Paid to the Administrator of the Real EstateDivision the fees required pursuant to NRS116.31155.
8. The name of a limited partnership whose right totransact business has been forfeited, which has merged and is not the survivingentity or whose existence has otherwise terminated is available for use by anyother artificial person.
9. The Secretary of State may adopt regulations thatinterpret the requirements of this section.
(Added to NRS by 1985, 1280; A 1987, 66, 1061; 1993,1018; 1997, 2817; 1999,1621; 2001, 1397,3199;
NRS
1. The exclusive right to the use of a name may bereserved by:
(a) Any person intending to organize a limitedpartnership under this chapter and to adopt that name;
(b) Any domestic limited partnership or any foreignlimited partnership registered in this State which, in either case, intends toadopt that name;
(c) Any foreign limited partnership intending toregister in this State and adopt that name; and
(d) Any person intending to organize a foreign limitedpartnership and intending to have it registered in this State and adopt thatname.
2. The reservation must be made by filing with theSecretary of State an application, signed by the applicant, to reserve aspecified name. If the Secretary of State finds that the name is available foruse by a domestic or foreign limited partnership, he shall reserve the name forthe exclusive use of the applicant for a period of 90 days. The right to theexclusive use of a reserved name may be transferred to any other person byfiling in the Office of the Secretary of State a notice of the transfer, signedby the applicant for whom the name was reserved and specifying the name andaddress of the transferee.
(Added to NRS by 1985, 1280; A 1987, 1062;
NRS
1. Except as otherwise provided in subsection 2, if alimited partnership applies to reinstate its right to transact business but itsname has been legally reserved or acquired by any other artificial personformed, organized, registered or qualified pursuant to the provisions of thistitle whose name is on file with the Office of the Secretary of State orreserved in the Office of the Secretary of State pursuant to the provisions ofthis title, the applying limited partnership shall submit in writing to theSecretary of State some other name under which it desires its right to bereinstated. If that name is distinguishable from all other names reserved orotherwise on file, the Secretary of State shall reinstate the limitedpartnership under that new name.
2. If the applying limited partnership submits thewritten, acknowledged consent of the other artificial person having the name,or the person who has reserved the name, that is not distinguishable from theold name of the applying limited partnership or a new name it has submitted, itmay be reinstated under that name.
3. For the purposes of this section, a proposed nameis not distinguishable from a name on file or reserved name solely because oneor the other contains distinctive lettering, a distinctive mark, a trademark ora trade name, or any combination thereof.
4. The Secretary of State may adopt regulations thatinterpret the requirements of this section.
(Added to NRS by 1997, 2817; A
NRS
1. Each limited partnership shall continuouslymaintain in this State:
(a) An office, which may but need not be a place of itsbusiness in this State, at which must be kept the records required by
(b) A resident agent.
2. Every resident agent shall file a certificate inthe Office of the Secretary of State, setting forth his street address whereprocess may be served upon the limited partnership and his mailing address ifdifferent from the street address.
3. Within 30 days after changing the location of hisoffice from one address to another in this State, a resident agent shall file acertificate with the Secretary of State setting forth the names of the limitedpartnerships represented by the agent, the address at which he has maintainedthe office for each of the limited partnerships, and the new address to whichthe office is transferred.
4. Within 30 days after changing the location of theoffice which contains records for a limited partnership, a general partner ofthe limited partnership shall file a certificate of a change in address withthe Secretary of State which sets forth the name of the limited partnership,the previous address of the office which contains records and the new addressof the office which contains records.
(Added to NRS by 1985, 1281; A 1987, 66; 1993, 1018;1995, 1132, 2115)
NRS
1. If a limited partnership created pursuant to thischapter desires to change its resident agent, the change may be effected byfiling with the Secretary of State a certificate of change of resident agent,signed by a general partner, which sets forth:
(a) The name of the limited partnership;
(b) The name and street address of its present residentagent; and
(c) The name and street address of the new residentagent.
2. The new resident agents certificate of acceptancemust be a part of or attached to the certificate of change of resident agent.
3. If the name of a resident agent is changed as aresult of a merger, conversion, exchange, sale, reorganization or amendment,the resident agent shall:
(a) File with the Secretary of State a certificate ofname change of resident agent that includes:
(1) The current name of the resident agent asfiled with the Secretary of State;
(2) The new name of the resident agent; and
(3) The name and file number of each artificialperson formed, organized, registered or qualified pursuant to the provisions ofthis title that the resident agent represents; and
(b) Pay to the Secretary of State a filing fee of $100.
4. A change authorized by this section becomeseffective upon the filing of the proper certificate of change.
(Added to NRS by 1995, 1132; A 1997, 725;
NRS
1. A resident agent who desires to resign shall:
(a) File with the Secretary of State a signed statementin the manner provided pursuant to subsection 1 of
(b) Pay to the Secretary of State the filing fee setforth in subsection 1 of NRS 78.097.
Aresignation is not effective until the signed statement is filed with theSecretary of State.
2. The statement of resignation may contain astatement by the affected limited partnership appointing a successor residentagent for the limited partnership. A certificate of acceptance signed by thenew agent, stating the full name, complete street address and, if differentfrom the street address, mailing address of the new agent, must accompany thestatement appointing the new agent.
3. Upon the filing of the statement with the Secretaryof State, the capacity of the person as resident agent terminates. If thestatement of resignation does not contain a statement by the limitedpartnership appointing a successor resident agent, the resigning agent shallimmediately give written notice, by mail, to the limited partnership of thefiling of the statement and the effect thereof. The notice must be addressed toa general partner of the partnership other than the resident agent.
4. If a designated resident agent dies, resigns orremoves from the State, the limited partnership, within 30 days thereafter,shall file with the Secretary of State a certificate of acceptance, signed bythe new resident agent. The certificate must set forth the full name, completestreet address and, if different from the street address, mailing address ofthe newly designated resident agent.
5. Each limited partnership which fails to file acertificate of acceptance signed by the new resident agent within 30 days afterthe death, resignation or removal of its resident agent as provided insubsection 4 shall be deemed in default and is subject to the provisions of
(Added to NRS by 1987, 77; A 1993, 1019; 1995, 1133;
NRS
1. A limited partnership shall keep at the officereferred to in paragraph (a) of subsection 1 of
(a) A current list of the full name and last knownbusiness address of each partner, separately identifying the general partnersin alphabetical order and the limited partners in alphabetical order;
(b) A copy of the certificate of limited partnershipand all certificates of amendment thereto, together with signed copies of anypowers of attorney pursuant to which any certificate has been signed;
(c) Copies of the limited partnerships federal, state,and local income tax returns and reports, if any, for the 3 most recent years;
(d) Copies of any then effective written partnershipagreements;
(e) Copies of any financial statements of the limitedpartnership for the 3 most recent years; and
(f) Unless contained in a written partnershipagreement, a writing setting out:
(1) The amount of cash and a description andstatement of the agreed value of the other property or services contributed byeach partner and which each partner has agreed to contribute;
(2) The times at which or events on thehappening of which any additional contributions agreed to be made by eachpartner are to be made;
(3) Any right of a partner to receive, or of ageneral partner to make, distributions to a partner which include a return ofall or any part of the partners contribution; and
(4) Any events upon the happening of which thelimited partnership is to be dissolved and its affairs wound up.
2. In lieu of keeping at an office in this State theinformation required in paragraphs (a), (c), (e) and (f) of subsection 1, thelimited partnership may keep a statement with the resident agent setting outthe name of the custodian of the information required in paragraphs (a), (c),(e) and (f) of subsection 1, and the present and complete post office address,including street and number, if any, where the information required inparagraphs (a), (c), (e) and (f) of subsection 1 is kept.
3. Records kept pursuant to this section are subjectto inspection and copying at the reasonable request, and at the expense, of anypartner during ordinary business hours.
(Added to NRS by 1985, 1281; A 1987, 67; 1997, 725;
NRS
1. Each record filed with the Secretary of Statepursuant to this chapter must be on or accompanied by a form prescribed by theSecretary of State.
2. The Secretary of State may refuse to file a recordwhich does not comply with subsection 1 or which does not contain all of theinformation required by statute for filing the record.
3. If the provisions of the form prescribed by theSecretary of State conflict with the provisions of any record that is submittedfor filing with the form:
(a) The provisions of the form control for all purposeswith respect to the information that is required by statute to appear in therecord in order for the record to be filed; and
(b) Unless otherwise provided in the record, theprovisions of the record control in every other situation.
4. The Secretary of State may by regulation providefor the electronic filing of records with the Office of the Secretary of State.
(Added to NRS by
NRS
(Added to NRS by 1997, 2817; A
NRS
(Added to NRS by 1995, 1132; A
NRS
1. A limited partnership may correct a record filed inthe Office of the Secretary of State with respect to the limited partnership ifthe record contains an inaccurate description of a partnership action or if therecord was defectively signed, attested, sealed, verified or acknowledged.
2. To correct a record, the limited partnership must:
(a) Prepare a certificate of correction that:
(1) States the name of the limited partnership;
(2) Describes the record, including, withoutlimitation, its filing date;
(3) Specifies the inaccuracy or defect;
(4) Sets forth the inaccurate or defectiveportion of the record in an accurate or corrected form; and
(5) Is signed by a general partner of thelimited partnership.
(b) Deliver the certificate to the Secretary of Statefor filing.
(c) Pay a filing fee of $175 to the Secretary of State.
3. A certificate of correction is effective on theeffective date of the record it corrects except as to persons relying on theuncorrected record and adversely affected by the correction. As to thosepersons, the certificate is effective when filed.
(Added to NRS by
NRS
(Added to NRS by 1985, 1294; A
NRS
(Added to NRS by 1987, 78)
NRS
(Added to NRS by 1985, 1281)
FORMATION
NRS
1. In order to form a limited partnership, acertificate of limited partnership must be signed and filed in the Office ofthe Secretary of State. The certificate must set forth:
(a) The name of the limited partnership;
(b) The address of the office which contains recordsand the name and address of the resident agent required to be maintained by
(c) The name and business address of each organizerexecuting the certificate;
(d) The name and business address of each initialgeneral partner;
(e) The latest date upon which the limited partnershipis to dissolve; and
(f) Any other matters the organizers determine toinclude therein.
2. A certificate of acceptance of appointment of aresident agent, signed by the agent, must be filed with the certificate oflimited partnership.
3. A limited partnership is formed at the time of thefiling of the certificate of limited partnership and the certificate ofacceptance in the Office of the Secretary of State or at any later timespecified in the certificate of limited partnership if, in either case, therehas been substantial compliance with the requirements of this section.
(Added to NRS by 1985, 1281; A 1987, 3, 67; 1993,1020; 1995, 1133, 2115;
NRS
1. A certificate of limited partnership is amended byfiling a certificate of amendment thereto in the Office of the Secretary ofState. The certificate must set forth:
(a) The name of the limited partnership; and
(b) The amendment.
2. Within 30 days after the happening of any of thefollowing events an amendment to a certificate of limited partnershipreflecting the occurrence of the event or events must be filed:
(a) The admission of a new general partner;
(b) The withdrawal of a general partner; or
(c) The continuation of the business under
3. A general partner who becomes aware that anystatement in a certificate of limited partnership was false when made or thatany arrangements or other facts described, except the address of its office orthe name or address of its resident agent, have changed, making the certificateinaccurate in any respect, shall promptly amend the certificate.
4. A certificate of limited partnership may be amendedat any time for any other proper purpose the general partners determine.
5. No person has any liability because an amendment toa certificate of limited partnership has not been filed to reflect the occurrenceof any event referred to in subsection 2 if the amendment is filed within the30-day period specified in subsection 2.
6. A certificate of amendment filed pursuant to thissection is effective upon filing the certificate with the Secretary of State orupon a later date specified in the certificate, which must not be more than 90days after the certificate is filed.
7. A restated certificate of limited partnership maybe signed and filed in the same manner as a certificate of amendment. If the certificatealters or amends the certificate of limited partnership in any manner, it mustbe accompanied by a form prescribed by the Secretary of State setting forthwhich provisions of the certificate of limited partnership on file with theSecretary of State are being altered or amended.
(Added to NRS by 1985, 1282; A 1987, 4, 68; 1995,2115; 2001, 1398,3199;
NRS
1. The name of the limited partnership;
2. The reason for filing the certificate ofcancellation;
3. The effective date of the cancellation if otherthan the date of the filing of the certificate, which must not be more than 90days after the certificate is filed; and
4. Any other information the general partners filingthe certificate determine.
(Added to NRS by 1985, 1283; A
NRS
(Added to NRS by 1985, 1283; A 1987, 69;
NRS
(Added to NRS by 1985, 1284; A 1987, 69)
NRS
1. Each certificate requiredby NRS 88.350 to
(a) An original certificate of limited partnership mustbe signed by all organizers;
(b) A certificate of amendment must be signed by atleast one general partner and by each other general partner designated in thecertificate as a new general partner; and
(c) A certificate of cancellation must be signed by allgeneral partners.
2. Any person may sign a certificate by anattorney-in-fact, but a power of attorney to sign a certificate relating to theadmission of a general partner must specifically describe the admission.
3. The signing of a certificate by a general partnerconstitutes an affirmation under the penalties of perjury that the facts statedtherein are true.
(Added to NRS by 1985, 1283; A 1987, 4, 69;
NRS
1. A signed copy of the certificate of limitedpartnership and of any certificates of amendment or cancellation or of anyjudicial decree of amendment or cancellation must be delivered to the Secretaryof State. A person who signs a certificate as an agent or fiduciary need notexhibit evidence of his authority as a prerequisite to filing. Unless theSecretary of State finds that any certificate does not conform to law, uponreceipt of all filing fees required by law he shall file the certificate.
2. Upon the filing of a certificate of amendment orjudicial decree of amendment with the Secretary of State or upon a later datespecified in the certificate, which must not be more than 90 days after thecertificate is filed, the certificate of limited partnership is amended as setforth therein, and upon the effective date of a certificate of cancellation ora judicial decree thereof, the certificate of limited partnership is cancelled.
(Added to NRS by 1985, 1283; A 1995, 1134;
NRS
1. Any person who signs the certificate, or causesanother to sign it on his behalf, and knew, and any general partner who knew orshould have known, the statement to be false at the time the certificate wassigned; and
2. Any general partner who thereafter knows or shouldhave known that any arrangement or other fact described in the certificate haschanged, making the statement inaccurate in any respect within a sufficienttime before the statement was relied upon reasonably to have enabled that generalpartner to cancel or amend the certificate, or to file a petition for itscancellation or amendment under NRS 88.365.
(Added to NRS by 1985, 1284; A
NRS
(Added to NRS by 1985, 1284)
NRS
1. A limited partnership shall, on or before the lastday of the first month after the filing of its certificate of limitedpartnership with the Secretary of State, and annually thereafter on or beforethe last day of the month in which the anniversary date of the filing of itscertificate of limited partnership occurs, file with the Secretary of State, ona form furnished by him, a list that contains:
(a) The name of the limited partnership;
(b) The file number of the limited partnership, ifknown;
(c) The names of all of its general partners;
(d) The address, either residence or business, of eachgeneral partner;
(e) The name and street address of its lawfullydesignated resident agent in this State; and
(f) The signature of a general partner of the limitedpartnership certifying that the list is true, complete and accurate.
Each listfiled pursuant to this subsection must be accompanied by a declaration underpenalty of perjury that the limited partnership has complied with the provisionsof NRS 360.780 and which acknowledgesthat pursuant to NRS 239.330 it is acategory C felony to knowingly offer any false or forged instrument for filingin the Office of the Secretary of State.
2. Except as otherwise provided in subsection 3, alimited partnership shall, upon filing:
(a) The initial list required by subsection 1, pay tothe Secretary of State a fee of $125.
(b) Each annual list required by subsection 1, pay tothe Secretary of State a fee of $125.
3. A registered limited-liability limited partnershipshall, upon filing:
(a) The initial list required by subsection 1, pay tothe Secretary of State a fee of $125.
(b) Each annual list required by subsection 1, pay tothe Secretary of State a fee of $175.
4. If a general partner of a limited partnershipresigns and the resignation is not reflected on the annual or amended list ofgeneral partners, the limited partnership or the resigning general partnershall pay to the Secretary of State a fee of $75 to file the resignation.
5. The Secretary of State shall, 90 days before thelast day for filing each annual list required by subsection 1, cause to bemailed to each limited partnership which is required to comply with the provisionsof this section, and which has not become delinquent, a notice of the fee duepursuant to the provisions of subsection 2 or 3, as appropriate, and a reminderto file the annual list. Failure of any limited partnership to receive a noticeor form does not excuse it from the penalty imposed by
6. If the list to be filed pursuant to the provisionsof subsection 1 is defective or the fee required by subsection 2 or 3 is notpaid, the Secretary of State may return the list for correction or payment.
7. An annual list for a limited partnership not indefault that is received by the Secretary of State more than 90 days before itsdue date shall be deemed an amended list for the previous year and does notsatisfy the requirements of subsection 1 for the year to which the due date isapplicable.
8. A filing made pursuant to this section does notsatisfy the provisions of NRS 88.355 andmay not be substituted for filings submitted pursuant to
(Added to NRS by 1985, 1294; A 1987, 70; 1995, 1134;1997, 2818; 1999,1623; 2001, 1399,3186,
NRS
1. At the time ofsubmitting any list required pursuant to NRS88.395, a limited partnership that meets the criteria set forth insubsection 2 must submit:
(a) The statement required pursuant to subsection 3,accompanied by a declaration under penalty of perjury attesting that thestatement does not contain any material misrepresentation of fact; and
(b) A fee of $100,000, to be distributed in the mannerprovided pursuant to subsection 4.
2. A limited partnership must submit a statementpursuant to this section if the limited partnership, including its parent andall subsidiaries:
(a) Holds 25 percent or more of the share of the marketwithin this State for any product sold or distributed by the limitedpartnership within this State; and
(b) Has had, during the previous 5-year period, a totalof five or more investigations commenced against the limited partnership, itsparent or its subsidiaries in any jurisdiction within the United States,including all state and federal investigations:
(1) Which concern any alleged contract,combination or conspiracy in restraint of trade, as described in subsection 1of NRS 598A.060, or which concernsimilar activities prohibited by a substantially similar law of anotherjurisdiction; and
(2) Which resulted in the limited partnershipbeing fined or otherwise penalized or which resulted in the limited partnershipbeing required to divest any holdings or being unable to acquire any holdingsas a condition for the settlement, dismissal or resolution of thoseinvestigations.
3. A limited partnership that meets the criteria setforth in subsection 2 shall submit a statement which includes the followinginformation with respect to each investigation:
(a) The jurisdiction in which the investigation wascommenced.
(b) A summary of the nature of the investigation andthe facts and circumstances surrounding the investigation.
(c) If the investigation resulted in criminal or civillitigation, a copy of all pleadings filed in the investigation by any party tothe litigation.
(d) A summary of the outcome of the investigation,including specific information concerning whether any fine or penalty wasimposed against the limited partnership and whether the limited partnership wasrequired to divest any holdings or was unable to acquire any holdings as acondition for the settlement, dismissal or resolution of the investigation.
4. The fee collected pursuant to subsection 1 must bedeposited in the Attorney Generals Administration Budget Account and usedsolely for the purpose of investigating any alleged contract, combination orconspiracy in restraint of trade, as described in subsection 1 of
(Added to NRS by
NRS
1. If a limited partnership has filed the list incompliance with NRS 88.395 and has paidthe appropriate fee for the filing, the cancelled check or other proof of paymentreceived by the limited partnership constitutes a certificate authorizing it totransact its business within this State until the anniversary date of thefiling of its certificate of limited partnership in the next succeedingcalendar year.
2. Each limited partnership which is required to makea filing and pay the fee prescribed in NRS88.395 and 88.397 and which refusesor neglects to do so within the time provided is in default.
3. Upon notification from the Administrator of theReal Estate Division of the Department of Business and Industry that a limitedpartnership which is a unit-owners association as defined in
4. For default there must be added to the amount ofthe fee a penalty of $75, and unless the filings are made and the fee andpenalty are paid on or before the first day of the first anniversary of themonth following the month in which filing was required, the defaulting limitedpartnership, by reason of its default, forfeits its right to transact anybusiness within this State.
(Added to NRS by 1985, 1294; A 1993, 1020; 1995,1134; 1999, 1624;2001, 1399,
NRS
1. The Secretary of State shall notify, by providingwritten notice to its resident agent, each defaulting limited partnership. Thewritten notice:
(a) Must include a statement indicating the amount ofthe filing fee, penalties incurred and costs remaining unpaid.
(b) At the request of the resident agent, may beprovided electronically.
2. Immediately after the first day of the first anniversaryof the month following the month in which filing was required, the certificateof the limited partnership is revoked.
3. The Secretary of State shall compile a completelist containing the names of all limited partnerships whose right to transact businesshas been forfeited.
4. The Secretary of State shall notify, by providingwritten notice to its resident agent, each limited partnership specified insubsection 3 of the revocation of its certificate. The written notice:
(a) Must include a statement indicating the amount ofthe filing fee, penalties incurred and costs remaining unpaid.
(b) At the request of the resident agent, may beprovided electronically.
5. In case of revocation of the certificate and of theforfeiture of the right to transact business thereunder, all the property andassets of the defaulting domestic limited partnership are held in trust by thegeneral partners, and the same proceedings may be had with respect thereto asfor the judicial dissolution of a limited partnership. Any person interestedmay institute proceedings at any time after a forfeiture has been declared,but, if the Secretary of State reinstates the limited partnership, theproceedings must at once be dismissed and all property restored to the generalpartners.
(Added to NRS by 1985, 1295; A 1995, 1135;
NRS
1. Except as otherwise provided in subsections 3 and4, the Secretary of State shall reinstate any limited partnership which hasforfeited or which forfeits its right to transact business under the provisionsof this chapter and restore to the limited partnership its right to carry onbusiness in this State, and to exercise its privileges and immunities if it:
(a) Files with the Secretary of State:
(1) The list required pursuant to
(2) The statement required by
(3) A certificate of acceptance of appointmentsigned by its resident agent; and
(b) Pays to the Secretary of State:
(1) The filing fee and penalty set forth in
(2) The fee set forth in
(3) A fee of $300 for reinstatement.
2. When the Secretary of State reinstates the limitedpartnership, he shall issue to the limited partnership a certificate ofreinstatement if the limited partnership:
(a) Requests a certificate of reinstatement; and
(b) Pays the required fees pursuant to
3. The Secretary of State shall not order areinstatement unless all delinquent fees and penalties have been paid, and therevocation occurred only by reason of failure to pay the fees and penalties.
4. If a limited partnerships certificate has beenrevoked pursuant to the provisions of this chapter and has remained revoked fora period of 5 years, the certificate must not be reinstated.
(Added to NRS by 1985, 1295; A 1995, 1135; 1997,2819; 2001, 3187;2003, 20thSpecial Session, 99)
NRS
1. For filing a certificate of limited partnership, orfor registering a foreign limited partnership, $75.
2. For filing a certificate of registration oflimited-liability limited partnership, or for registering a foreign registeredlimited-liability limited partnership, $100.
3. For filing a certificate of amendment of limitedpartnership or restated certificate of limited partnership, $175.
4. For filing a certificate of a change of location ofthe records office of a limited partnership or the office of its residentagent, or a designation of a new resident agent, $60.
5. For certifying a copy of a certificate of limitedpartnership, an amendment to the certificate, or a certificate as amended, $30per certification.
6. For certifying an authorized printed copy of thelimited partnership law, $30.
7. For reserving a limited partnership name, or forsigning, filing or certifying any other record, $25.
8. For copies provided by the Office of the Secretaryof State, $2 per page.
9. For filing a certificate of cancellation of alimited partnership, $75.
Except asotherwise provided in this section, the fees set forth in
(Added to NRS by 1985, 1295; A 1987, 70; 1993, 1020;1995, 1136; 1999,1624; 2001, 3188;2003, 3154;
LIMITED PARTNERS
NRS
1. A person becomes a limited partner:
(a) At the time the limited partnership is formed; or
(b) At any later time stated in the records of thelimited partnership for becoming a limited partner.
2. After the filing of a limited partnershipsoriginal certificate of limited partnership, a person may be admitted as anadditional limited partner:
(a) In the case of a person acquiring a partnershipinterest directly from the limited partnership, upon the compliance with thepartnership agreement or, if the partnership agreement does not so provide,upon the written consent of all partners; and
(b) In the case of an assignee of a partnershipinterest of a partner who has the power, as provided in
(Added to NRS by 1985, 1284; A 1987, 5, 71)
NRS
(Added to NRS by 1985, 1285)
NRS
1. Except as provided in subsection 4, a limitedpartner is not liable for the obligations of a limited partnership unless he isalso a general partner or, in addition to the exercise of his rights and powersas a limited partner, he participates in the control of the business. However,if the limited partner participates in the control of the business, he isliable only to persons who transact business with the limited partnershipreasonably believing, based upon the limited partners conduct, that he is a generalpartner.
2. A limited partner does not participate in thecontrol of the business within the meaning of subsection 1 solely by doing oneor more of the following:
(a) Being a contractor for or an agent or employee ofthe limited partnership or of a general partner or being an officer, directoror shareholder of a general partner that is a corporation;
(b) Consulting with and advising a general partner withrespect to the business of the limited partnership;
(c) Acting as surety for the limited partnershipguaranteeing or assuming one or more specific obligations of the limitedpartnership;
(d) Taking any action required or permitted by law tobring or pursue a derivative action in the right of the limited partnership;
(e) Requesting or attending a meeting of partners;
(f) Proposing, approving or disapproving, by voting orotherwise, one or more of the following matters:
(1) The dissolution and winding up of thelimited partnership;
(2) The sale, exchange, lease, mortgage, pledgeor other transfer of all or substantially all of the assets of the limitedpartnership;
(3) The incurrence of indebtedness by thelimited partnership other than in the ordinary course of its business;
(4) A change in the nature of the business;
(5) The admission or removal of a generalpartner;
(6) The admission or removal of a limitedpartner;
(7) A transaction involving an actual orpotential conflict of interest between a general partner and the limitedpartnership or the limited partners;
(8) An amendment to the partnership agreement orcertificate of limited partnership; or
(9) Matters related to the business of thelimited partnership not otherwise enumerated in this subsection, which thepartnership agreement states in writing may be subject to the approval ordisapproval of limited partners;
(g) Winding up the limited partnership pursuant to
(h) Exercising any right or power permitted to limitedpartners under this chapter and not specifically enumerated in this subsection.
3. The enumeration in subsection 2 does not mean thatthe possession or exercise of any other powers by a limited partner constitutesparticipation by him in the business of the limited partnership.
4. A limited partner who knowingly permits his name tobe used in the name of the limited partnership, except under circumstancespermitted by paragraph (b) of subsection 1 of NRS88.320, is liable to creditors who extend credit to the limited partnershipwithout actual knowledge that the limited partner is not a general partner.
(Added to NRS by 1985, 1285; A 1987, 71; 1997, 2820)
NRS
1. Except as provided in subsection 2, a person whomakes a contribution to a business enterprise and erroneously but in good faithbelieves that he has become a limited partner in the enterprise is not ageneral partner in the enterprise and is not bound by its obligations by reasonof making the contribution, receiving distributions from the enterprise, orexercising any rights of a limited partner, if, on ascertaining the mistake,he:
(a) Causes an appropriate certificate of limitedpartnership or a certificate of amendment to be signed and filed; or
(b) Withdraws from future equity participation in theenterprise by signing and filing in the Office of the Secretary of State acertificate declaring withdrawal under this section.
2. A person who makes a contribution of the kinddescribed in subsection 1 is liable as a general partner to any third party whotransacts business with the enterprise:
(a) Before the person withdraws and an appropriatecertificate is filed to show withdrawal; or
(b) Before an appropriate certificate is filed to showthat he is not a general partner,
but ineither case only if the third party actually believed in good faith that theperson was a general partner at the time of the transaction.
(Added to NRS by 1985, 1285; A 1987, 72;
NRS
1. Inspect and copy any of the partnership recordsrequired to be maintained by NRS 88.335;and
2. Obtain from the general partners from time to timeupon reasonable demand:
(a) True and full information regarding the state ofthe business and financial condition of the limited partnership;
(b) Promptly after becoming available, a copy of thelimited partnerships federal, state and local income tax returns for eachyear; and
(c) Other information regarding the affairs of thelimited partnership as is just and reasonable.
(Added to NRS by 1985, 1286)
GENERAL PARTNERS
NRS
(Added to NRS by 1985, 1286; A 1987, 73)
NRS
1. The general partner withdraws from the limitedpartnership as provided in NRS 88.495;
2. The general partner ceases to be a member of thelimited partnership as provided in NRS88.530;
3. The general partner is removed as a general partnerin accordance with the partnership agreement;
4. Unless otherwise provided in writing in thepartnership agreement, the general partner:
(a) Makes an assignment for the benefit of creditors;
(b) Files a voluntary petition in bankruptcy;
(c) Is adjudicated a bankrupt or insolvent;
(d) Files a petition or answer seeking for himself anyreorganization, arrangement, composition, readjustment, liquidation, dissolutionor similar relief under any statute, law or regulation;
(e) Files an answer or other pleading admitting orfailing to contest the material allegations of a petition filed against him inany proceeding of this nature; or
(f) Seeks, consents to or acquiesces in the appointmentof a trustee, receiver or liquidator of the general partner or of all or anysubstantial part of his properties;
5. Unless otherwise provided in writing in thepartnership agreement, 120 days after the commencement of any proceedingagainst the general partner seeking reorganization, arrangement, composition,readjustment, liquidation, dissolution or similar relief under any statute, lawor regulation, the proceeding has not been dismissed, or if within 90 daysafter the appointment without his consent or acquiescence of a trustee,receiver or liquidator of the general partner or of all or any substantial partof his properties, the appointment is not vacated or stayed, or within 90 daysafter the expiration of any such stay, the appointment is not vacated;
6. In the case of a general partner who is a naturalperson:
(a) His death; or
(b) The entry by a court of competent jurisdictionadjudicating him incompetent to manage his person or his estate;
7. In the case of a general partner who is acting as ageneral partner by virtue of being a trustee of a trust, the termination of thetrust, but not merely the substitution of a new trustee;
8. In the case of a general partner that is a separatepartnership, the dissolution and commencement of winding up of the separatepartnership;
9. In the case of a general partner that is acorporation, the filing of a certificate of dissolution, or its equivalent, forthe corporation or the revocation of its charter; or
10. In the case of an estate, the distribution by thefiduciary of the estates entire interest in the partnership.
(Added to NRS by 1985, 1286; A 1987, 73)
NRS
1. Except as provided in this chapter or in thepartnership agreement, a general partner of a limited partnership has therights and powers and is subject to the restrictions of a partner in apartnership without limited partners.
2. Except as provided in this chapter, a generalpartner of a limited partnership has the liabilities of a partner in apartnership without limited partners to persons other than the partnership andthe other partners. Except as provided in this chapter or in the partnershipagreement, a general partner of a limited partnership has the liabilities of apartner in a partnership without limited partners to the partnership and to theother partners.
(Added to NRS by 1985, 1287)
NRS
(Added to NRS by 1985, 1287)
NRS
(Added to NRS by 1985, 1288)
FINANCES
NRS
(Added to NRS by 1985, 1288)
NRS
1. A promise by a limited partner to contribute to thelimited partnership is not enforceable unless set out in a writing signed bythe limited partner.
2. Except as provided in the partnership agreement, apartner is obligated to the limited partnership to perform any enforceablepromise to contribute cash or property or to perform services, even if he isunable to perform because of death, disability or any other reason. If apartner does not make the required contribution of property or services, he isobligated at the option of the limited partnership to contribute cash equal tothat portion of the value, as stated in the partnership records required to bekept pursuant to NRS 88.335, of thestated contribution that has not been made.
3. Unless otherwise provided in the partnershipagreement, the obligation of a partner to make a contribution or return moneyor other property paid or distributed in violation of this chapter may becompromised only by consent of all the partners. Notwithstanding thecompromise, a creditor of a limited partnership who extends credit or otherwiseacts in reliance on that obligation after the partner signs a writing thatreflects the obligation and before the amendment or cancellation thereof to reflectthe compromise, may enforce the original obligation.
(Added to NRS by 1985, 1288; A 1987, 74)
NRS
(Added to NRS by 1985, 1288; A 1987, 74)
NRS
(Added to NRS by 1985, 1288; A 1987, 75)
DISTRIBUTIONS AND WITHDRAWAL
NRS
(Added to NRS by 1985, 1289; A 1987, 75)
NRS
(Added to NRS by 1985, 1289)
NRS
(Added to NRS by 1985, 1289; A 1987, 75; 1995, 2116)
NRS
(Added to NRS by 1985, 1289)
NRS
(Added to NRS by 1985, 1289; A 1987, 75)
NRS
(Added to NRS by 1985, 1289)
NRS
(Added to NRS by 1985, 1289)
NRS
1. If a partner has received the return of any part ofhis contribution without violation of the partnership agreement or thischapter, he is liable to the limited partnership for a period of 1 yearthereafter for the amount of the returned contribution, but only to the extentnecessary to discharge the limited partnerships liabilities to creditors whoextended credit to the limited partnership during the period the contributionwas held by the partnership.
2. If a partner has received the return of any part ofhis contribution in violation of the partnership agreement or this chapter, heis liable to the limited partnership for a period of 6 years thereafter for theamount of the contribution wrongfully returned.
3. A partner receives a return of his contribution tothe extent that a distribution to him reduces his share of the fair value ofthe net assets of the limited partnership below the value, as set forth in thepartnership records required to be kept pursuant to
(Added to NRS by 1985, 1290; A 1987, 75)
INTERESTS IN PARTNERSHIPS
NRS
(Added to NRS by 1987, 78)
NRS
(Added to NRS by 1985, 1290)
NRS
1. On application to a court of competent jurisdictionby any judgment creditor of a partner, the court may charge the partnershipinterest of the partner with payment of the unsatisfied amount of the judgmentwith interest. To the extent so charged, the judgment creditor has only therights of an assignee of the partnership interest.
2. This section:
(a) Provides the exclusive remedy by which a judgmentcreditor of a partner or an assignee of a partner may satisfy a judgment out ofthe partnership interest of the judgment debtor.
(b) Does not deprive any partner of the benefit of anyexemption laws applicable to his partnership interest.
(Added to NRS by 1985, 1290; A
NRS
1. An assignee of a partnership interest, including anassignee of a general partner, may become a limited partner if and to theextent that:
(a) The assignor gives the assignee that right inaccordance with authority described in the partnership agreement; or
(b) All other partners consent.
2. An assignee who has become a limited partner has,to the extent assigned, the rights and powers, and is subject to therestrictions and liabilities, of a limited partner under the partnershipagreement and this chapter. An assignee who becomes a limited partner also isliable for the obligations of his assignor to make and return contributions asprovided in NRS 88.490 to
3. If an assignee of a partnership interest becomes alimited partner, the assignor is not released from his liability to the limitedpartnership under NRS 88.385 and
(Added to NRS by 1985, 1290; A 1987, 76)
NRS
(Added to NRS by 1985, 1291)
DISSOLUTION
NRS
1. At the time specified in the certificate of limitedpartnership;
2. Upon the happening of events specified in writingin the partnership agreement;
3. Written consent of all partners;
4. An event of withdrawal of a general partner unlessat the time there is at least one other general partner and the writtenprovisions of the partnership agreement permit the business of the limitedpartnership to be carried on by the remaining general partner and that partnerdoes so, but the limited partnership is not dissolved and is not required to bewound up by reason of any event of withdrawal if, within 90 days after thewithdrawal, all partners agree in writing to continue the business of thelimited partnership and to the appointment of one or more additional generalpartners if necessary or desired; or
5. Entry of a decree of judicial dissolution under
(Added to NRS by 1985, 1291; A 1987, 76)
NRS
(Added to NRS by 1985, 1291)
NRS
(Added to NRS by 1985, 1291)
NRS
1. To creditors, including partners who are creditors,to the extent otherwise permitted by law, in satisfaction of liabilities of thelimited partnership other than liabilities for distributions to partners under
2. Except as provided in the partnership agreement, topartners and former partners in satisfaction of liabilities for distributionsunder NRS 88.490 or
3. Except as provided in the partnership agreement, topartners, first, for the return of their contributions and second, respectingtheir partnership interests, in the proportions in which the partners share indistributions.
(Added to NRS by 1985, 1291)
FOREIGN LIMITED PARTNERSHIPS
NRS
1. The laws of the state under which a foreign limitedpartnership is organized govern its organization and internal affairs and theliability of its limited partners; and
2. A foreign limited partnership may not be deniedregistration by reason of any difference between those laws and the laws ofthis State.
(Added to NRS by 1985, 1292)
NRS
1. The name of the foreign limited partnership and, ifdifferent, the name under which it proposes to register and transact businessin this State;
2. The state and date of its formation;
3. The name and address of the resident agent whom theforeign limited partnership elects to appoint;
4. A statement that the Secretary of State isappointed the agent of the foreign limited partnership for service of processif the resident agents authority has been revoked or if the resident agentcannot be found or served with the exercise of reasonable diligence;
5. The address of the office required to be maintainedin the state of its organization by the laws of that state or, if not sorequired, of the principal office of the foreign limited partnership;
6. The name and business address of each generalpartner; and
7. The address of the office at which is kept a listof the names and addresses of the limited partners and their capitalcontributions, together with an undertaking by the foreign limited partnershipto keep those records until the foreign limited partnerships registration inthis State is cancelled or withdrawn.
(Added to NRS by 1985, 1292; A 1987, 77; 1993, 1021;1995, 1137, 2116; 1999,1625)
NRS
(Added to NRS by 1985, 1292; A 1995, 2117)
NRS
(Added to NRS by 1985, 1293; A
NRS
(Added to NRS by 1985, 1293)
NRS
1. Each foreign limited partnership doing business inthis State shall, on or before the last day of the first month after the filingof its application for registration as a foreign limited partnership with theSecretary of State, and annually thereafter on or before the last day of themonth in which the anniversary date of its qualification to do business in thisState occurs in each year, file with the Secretary of State a list, on a formfurnished by him, that contains:
(a) The name of the foreign limited partnership;
(b) The file number of the foreign limited partnership,if known;
(c) The names of all its general partners;
(d) The address, either residence or business, of eachgeneral partner;
(e) The name and street address of its lawfullydesignated resident agent in this State; and
(f) The signature of a general partner of the foreignlimited partnership certifying that the list is true, complete and accurate.
2. Each list filed pursuant to this section must beaccompanied by a declaration under penalty of perjury that the foreign limitedpartnership:
(a) Has complied with the provisions of
(b) Acknowledges that pursuant to
3. Upon filing:
(a) The initial list required by this section, theforeign limited partnership shall pay to the Secretary of State a fee of $125.
(b) Each annual list required by this section, theforeign limited partnership shall pay to the Secretary of State a fee of $125.
4. If a general partner of a foreign limitedpartnership resigns and the resignation is not reflected on the annual oramended list of general partners, the foreign limited partnership or theresigning general partner shall pay to the Secretary of State a fee of $75 tofile the resignation of the general partner.
5. The Secretary of State shall, 90 days before thelast day for filing each annual list required by subsection 1, cause to bemailed to each foreign limited partnership, which is required to comply withthe provisions of NRS 88.591 to
6. If the list to be filed pursuant to the provisionsof subsection 1 is defective or the fee required by subsection 3 is not paid,the Secretary of State may return the list for correction or payment.
7. An annual list for a foreign limited partnershipnot in default which is received by the Secretary of State more than 90 daysbefore its due date must be deemed an amended list for the previous year anddoes not satisfy the requirements of subsection 1 for the year to which the duedate is applicable.
(Added to NRS by
NRS
1. At the time of submitting any list requiredpursuant to NRS 88.591, a foreignlimited partnership that meets the criteria set forth in subsection 2 mustsubmit:
(a) The statement required pursuant to subsection 3,accompanied by a declaration under penalty of perjury attesting that thestatement does not contain any material misrepresentation of fact; and
(b) A fee of $100,000, to be distributed in the mannerprovided pursuant to subsection 4.
2. A foreign limited partnership must submit astatement pursuant to this section if the foreign limited partnership,including its parent and all subsidiaries:
(a) Holds 25 percent or more of the share of the marketwithin this state for any product sold or distributed by the foreign limitedpartnership within this State; and
(b) Has had, during the previous 5-year period, a totalof five or more investigations commenced against the foreign limitedpartnership, its parent or its subsidiaries in any jurisdiction within theUnited States, including all state and federal investigations:
(1) Which concern any alleged contract,combination or conspiracy in restraint of trade, as described in subsection 1of NRS 598A.060, or which concernsimilar activities prohibited by a substantially similar law of anotherjurisdiction; and
(2) Which resulted in the foreign limitedpartnership being fined or otherwise penalized or which resulted in the foreignlimited partnership being required to divest any holdings or being unable toacquire any holdings as a condition for the settlement, dismissal or resolutionof those investigations.
3. A foreign limited partnership that meets thecriteria set forth in subsection 2 shall submit a statement which includes thefollowing information with respect to each investigation:
(a) The jurisdiction in which the investigation wascommenced.
(b) A summary of the nature of the investigation andthe facts and circumstances surrounding the investigation.
(c) If the investigation resulted in criminal or civillitigation, a copy of all pleadings filed in the investigation by any party tothe litigation.
(d) A summary of the outcome of the investigation,including specific information concerning whether any fine or penalty wasimposed against the foreign limited partnership and whether the foreign limitedpartnership was required to divest any holdings or was unable to acquire anyholdings as a condition for the settlement, dismissal or resolution of theinvestigation.
4. The fee collected pursuant to subsection 1 must bedeposited in the Attorney Generals Administration Budget Account and usedsolely for the purpose of investigating any alleged contract, combination orconspiracy in restraint of trade, as described in subsection 1 of
(Added to NRS by
NRS
(Added to NRS by
NRS
1. Each list required to be filed under the provisionsof NRS 88.591 to
2. If the addresses are not stated for each person onany list offered for filing, the Secretary of State may refuse to file thelist, and the foreign limited partnership for which the list has been offeredfor filing is subject to all the provisions of
(Added to NRS by
NRS
1. Each foreign limited partnership which is requiredto make a filing and pay the fee prescribed in
2. For default there must be added to the amount ofthe fee a penalty of $75 and unless the filing is made and the fee and penaltyare paid on or before the last day of the month in which the anniversary dateof the foreign limited partnership occurs, the defaulting foreign limitedpartnership by reason of its default forfeits its right to transact anybusiness within this State. The fee and penalty must be collected as providedin this chapter.
(Added to NRS by
NRS
1. The Secretary of State shall notify, by providingwritten notice to its resident agent, each foreign limited partnership deemedin default pursuant to NRS 88.593. Thewritten notice:
(a) Must include a statement indicating the amount ofthe filing fee, penalties incurred and costs remaining unpaid.
(b) At the request of the resident agent, may beprovided electronically.
2. Immediately after the last day of the month inwhich the anniversary date of the filing of the certificate of limitedpartnership occurs, the Secretary of State shall compile a complete listcontaining the names of all foreign limited partnerships whose right totransact business has been forfeited.
3. The Secretary of State shall notify, by providingwritten notice to its resident agent, each foreign limited partnershipspecified in subsection 2 of the forfeiture of its right to transact business.The written notice:
(a) Must include a statement indicating the amount ofthe filing fee, penalties incurred and costs remaining unpaid.
(b) At the request of the resident agent, may beprovided electronically.
(Added to NRS by
NRS
1. Except as otherwise provided in subsections 3 and4, the Secretary of State shall reinstate a foreign limited partnership whichhas forfeited or which forfeits its right to transact business under theprovisions of this chapter and shall restore to the foreign limited partnershipits right to transact business in this State, and to exercise its privilegesand immunities, if it:
(a) Files with the Secretary of State:
(1) The list required by
(2) The statement required by
(3) A certificate of acceptance of appointmentsigned by its resident agent; and
(b) Pays to the Secretary of State:
(1) The filing fee and penalty set forth in
(2) The fee set forth in
(3) A fee of $300 for reinstatement.
2. When the Secretary of State reinstates the foreignlimited partnership, he shall issue to the foreign limited partnership acertificate of reinstatement if the foreign limited partnership:
(a) Requests a certificate of reinstatement; and
(b) Pays the required fees pursuant to
3. The Secretary of State shall not order areinstatement unless all delinquent fees and penalties have been paid and therevocation of the right to transact business occurred only by reason of failureto pay the fees and penalties.
4. If the right of a foreign limited partnership totransact business in this State has been forfeited pursuant to the provisionsof this chapter and has remained forfeited for a period of 5 consecutive years,the right is not subject to reinstatement.
(Added to NRS by
NRS
1. Except as otherwise provided in subsection 2, if aforeign limited partnership applies to reinstate its certificate ofregistration and its name has been legally reserved or acquired by anotherartificial person formed, organized, registered or qualified pursuant to theprovisions of this title whose name is on file with the Office of the Secretaryof State or reserved in the Office of the Secretary of State pursuant to theprovisions of this title, the foreign limited partnership must in itsapplication for reinstatement submit in writing to the Secretary of State someother name under which it desires its existence to be reinstated. If that nameis distinguishable from all other names reserved or otherwise on file, theSecretary of State shall reinstate the foreign limited partnership under thatnew name.
2. If the applying foreign limited partnership submitsthe written, acknowledged consent of the artificial person having a name, orthe person who has reserved a name, which is not distinguishable from the oldname of the applying foreign limited partnership or a new name it hassubmitted, it may be reinstated under that name.
3. For the purposes of this section, a proposed nameis not distinguishable from a name on file or reserved solely because one orthe other contains distinctive lettering, a distinctive mark, a trademark or atrade name, or any combination thereof.
4. The Secretary of State may adopt regulations thatinterpret the requirements of this section.
(Added to NRS by
NRS
1. The name of the foreign limited partnership;
2. The reason for filing the certificate ofcancellation;
3. The effective date of the cancellation if otherthan the date of the filing of the certificate, which must not be more than 90days after the certificate is filed; and
4. Any other information deemed necessary by thegeneral partners of the partnership.
Acancellation does not terminate the authority of the Secretary of State toaccept service of process on the foreign limited partnership with respect tocauses of action arising out of the transactions of business in this State.
(Added to NRS by 1985, 1293; A 1995, 1137;
NRS
1. A foreign limited partnership transacting businessin this State may not maintain any action, suit or proceeding in any court ofthis State until it has registered in this State.
2. The failure of a foreign limited partnership toregister in this State does not impair the validity of any contract or act ofthe foreign limited partnership or prevent the foreign limited partnership fromdefending any action, suit or proceeding in any court of this State.
3. A limited partner of a foreign limited partnershipis not liable as a general partner of the foreign limited partnership solely byreason of having transacted business in this State without registration.
4. A foreign limited partnership, by transactingbusiness in this State without registration, appoints the Secretary of State asits agent for service of process with respect to causes of action arising outof the transaction of business in this State.
(Added to NRS by 1985, 1293)
NRS
1. For the purposes of
(a) Maintaining, defending or settling any proceeding;
(b) Holding meetings of the managers or members orcarrying on other activities concerning internal company affairs;
(c) Maintaining accounts in banks or credit unions;
(d) Maintaining offices or agencies for the transfer,exchange and registration of the companys own securities or maintainingtrustees or depositaries with respect to those securities;
(e) Making sales through independent contractors;
(f) Soliciting or receiving orders outside this Statethrough or in response to letters, circulars, catalogs or other forms ofadvertising, accepting those orders outside this State and filling them byshipping goods into this State;
(g) Creating or acquiring indebtedness, mortgages andsecurity interests in real or personal property;
(h) Securing or collecting debts or enforcing mortgagesand security interests in property securing the debts;
(i) Owning, without more, real or personal property;
(j) Isolated transactions completed within 30 days andnot a part of a series of similar transactions;
(k) The production of motion pictures as defined in
(l) Transacting business as an out-of-state depositoryinstitution pursuant to the provisions of title 55 of NRS; and
(m) Transacting business in interstate commerce.
2. The list of activities in subsection 1 is notexhaustive.
3. A person who is not transacting business in thisState within the meaning of this section need not qualify or comply with anyprovision of this chapter, title 55 or 56 of NRS or
(a) Maintains an office in this State for thetransaction of business; or
(b) Solicits or accepts deposits in the State, exceptpursuant to the provisions of chapter 666 or
4. The fact that a person is not transacting businessin this State within the meaning of this section:
(a) Does not affect the determination of whether anycourt, administrative agency or regulatory body in this State may exercisepersonal jurisdiction over the person in any civil action, criminal action,administrative proceeding or regulatory proceeding; and
(b) Except as otherwise provided in subsection 3, doesnot affect the applicability of any other provision of law with respect to theperson and may not be offered as a defense or introduced in evidence in anycivil action, criminal action, administrative proceeding or regulatoryproceeding to prove that the person is not transacting business in this State,including, without limitation, any civil action, criminal action,administrative proceeding or regulatory proceeding involving an allegedviolation of chapter 597,
5. As used in this section, deposits means demanddeposits, savings deposits and time deposits, as those terms are defined in
(Added to NRS by
NRS
1. For the purposes of
(a) Originates in this state; or
(b) Is directed by the solicitor to a destination inthis State and received where it is directed, or at a post office in this Stateif the solicitation is mailed.
2. A solicitation of a deposit is accepted in thisState if acceptance:
(a) Is communicated to the solicitor in this state; and
(b) Has not previously been communicated to thesolicitor, orally or in writing, outside this State.
Acceptanceis communicated to the solicitor in this State, whether or not either party ispresent in this State, if the depositor directs it to the solicitor reasonablybelieving the solicitor to be in this State and it is received where it isdirected, or at any post office in this State if the acceptance is mailed.
3. A solicitation made in a newspaper or otherpublication of general, regular and paid circulation is not made in this Stateif the publication:
(a) Is not published in this state; or
(b) Is published in this State but has had more thantwo-thirds of its circulation outside this State during the 12 months precedingthe solicitation.
If apublication is published in editions, each edition is a separate publication exceptfor material common to all editions.
4. A solicitation made in a radio or televisionprogram or other electronic communication received in this State whichoriginates outside this State is not made in this State. A radio or televisionprogram or other electronic communication shall be deemed to have originated inthis State if the broadcast studio or origin of the source of transmission islocated within the State, unless:
(a) The program or communication is syndicated anddistributed from outside this State for redistribution to the general public inthis State;
(b) The program is supplied by a radio, television orother electronic network whose electronic signal originates outside this Statefor redistribution to the general public in this State;
(c) The program or communication is an electronic signalthat originates outside this State and is captured for redistribution to thegeneral public in this State by a community antenna or cable, radio, cabletelevision or other electronic system; or
(d) The program or communication consists of anelectronic signal which originates within this State, but which is not intendedfor redistribution to the general public in this State.
(Added to NRS by
NRS
(Added to NRS by 1985, 1293; A
REGISTERED LIMITED-LIABILITY LIMITED PARTNERSHIPS
NRS
1. To become a registered limited-liability limitedpartnership, a limited partnership shall file with the Secretary of State a certificateof registration stating each of the following:
(a) The name of the limited partnership.
(b) The street address of its principal office.
(c) The name of the person designated as the residentagent of the limited partnership, the street address of the resident agentwhere process may be served upon the partnership and the mailing address of theresident agent if it is different from his street address.
(d) The name and business address of each organizersigning the certificate.
(e) The name and business address of each initialgeneral partner.
(f) That the limited partnership thereafter will be aregistered limited-liability limited partnership.
(g) Any other information that the limited partnershipwishes to include.
2. The certificate of registration must be signed bythe vote necessary to amend the partnership agreement or, in the case of apartnership agreement that expressly considers contribution obligations, thevote necessary to amend those provisions.
3. The Secretary of State shall register as aregistered limited-liability limited partnership any limited partnership thatsubmits a completed certificate of registration with the required fee.
4. The registration of a registered limited-liabilitylimited partnership is effective at the time of the filing of the certificateof registration.
(Added to NRS by
NRS
1. The name proposed for a registeredlimited-liability limited partnership must contain the words Limited-LiabilityLimited Partnership or Registered Limited-Liability Limited Partnership orthe abbreviation L.L.L.P. or LLLP as the last words or letters of the nameand must be distinguishable on the records of the Secretary of State from thenames of all other artificial persons formed, organized, registered orqualified pursuant to the provisions of this title that are on file in theOffice of the Secretary of State and all names that are reserved in the Officeof the Secretary of State pursuant to the provisions of this title. If the nameof the registered limited-liability limited partnership on a certificate ofregistration of limited-liability limited partnership submitted to theSecretary of State is not distinguishable from any name on file or reservedname, the Secretary of State shall return the certificate to the person whosigned it, unless the written, acknowledged consent to the same name of theholder of the name on file or reserved name to use the name accompanies thecertificate.
2. The Secretary of State shall not accept for filingany certificate of registration or any certificate of amendment of acertificate of registration of any registered limited-liability limitedpartnership formed or existing pursuant to the laws of this State whichprovides that the name of the registered limited-liability limited partnershipcontains the words common-interest community, community association,master association, unit-owners association or homeowners associationor if it appears in the certificate of registration or certificate of amendmentthat the purpose of the registered limited-liability limited partnership is tooperate as a unit-owners association pursuant to chapter116 of NRS unless the Administrator of the Real Estate Division of theDepartment of Business and Industry certifies that the registeredlimited-liability limited partnership has:
(a) Registered with the Ombudsman for Owners inCommon-Interest Communities pursuant to NRS116.31158; and
(b) Paid to the Administrator of the Real EstateDivision the fees required pursuant to NRS116.31155.
3. For the purposes of this section, a proposed nameis not distinguishable from a name on file or reserved name solely because oneor the other contains distinctive lettering, a distinctive mark, a trademark ora trade name, or any combination thereof.
4. The name of a registered limited-liability limitedpartnership whose right to transact business has been forfeited, which hasmerged and is not the surviving entity or whose existence has otherwiseterminated is available for use by any other artificial person.
5. The Secretary of State may adopt regulations thatinterpret the requirements of this section.
(Added to NRS by
NRS
1. Its certificate of registration is revoked pursuantto NRS 88.405; or
2. The registered limited-liability limitedpartnership files with the Secretary of State a notice of withdrawal signed bya general partner. The notice must be accompanied by a fee of $60.
(Added to NRS by
NRS
(Added to NRS by
NRS
1. Unless otherwise provided by the articles oforganization or partnership agreement, a partner of a registeredlimited-liability limited partnership is not personally liable for a debt orliability of the registered limited-liability limited partnership unless thetrier of fact determines that adherence to the fiction of a separate entitywould sanction fraud or promote a manifest injustice.
2. For purposes of this section, the failure of aregistered limited-liability limited partnership to observe the formalities orrequirements relating to the management of the registered limited-liabilitylimited partnership, in and of itself, is not sufficient to establish groundsfor imposing personal liability on a partner for a debt or liability of theregistered limited-liability limited partnership.
(Added to NRS by
(Added to NRS by
NRS
(Added to NRS by
DERIVATIVE ACTIONS
NRS
(Added to NRS by 1985, 1293)
NRS
1. At the time of the transaction of which hecomplains; or
2. His status as a partner had devolved upon him byoperation of law or pursuant to the terms of the partnership agreement from aperson who was a partner at the time of the transaction.
(Added to NRS by 1985, 1293)
NRS
(Added to NRS by 1985, 1293)
NRS
(Added to NRS by 1985, 1294)
MISCELLANEOUS PROVISIONS
NRS
(Added to NRS by 1985, 1294)
NRS
(Added to NRS by 1985, 1294; A
NRS 88.635
(Added to NRS by 1985, 1294; A
NRS
1. A limited partnership formed under any statute ofthis State prior to July 1, 1931, may become a limited partnership under thischapter by complying with the provisions of this chapter if the certificatesets forth:
(a) The amount of the original contribution of eachlimited partner, and the time when the contribution was made; and
(b) That the property of the partnership exceeds theamount sufficient to discharge its liabilities to persons not claiming asgeneral or limited partners by an amount greater than the sum of thecontributions of its limited partners.
2. A limited partnership formed under any statute ofthis State prior to July 1, 1931, until or unless it becomes a limitedpartnership under this chapter, shall continue to be governed by the provisionsof chapter 60, Laws of Nevada Territory 1862, entitled An Act to Authorize theFormation of Limited Partnerships, approved December 19, 1862, except thatsuch a partnership must not be renewed unless so provided in the originalagreement.
[30:73:1931; 1931 NCL 5029.29](NRS A 1985,1296)(Substituted in revision for NRS 88.300)
NRS
[31:73:1931; 1931 NCL 5029.30](Substituted inrevision for NRS 88.310)
NRS
1. A limited partnership, including a registeredlimited-liability limited partnership, formed and existing under this chapter,may conduct its business, carry on its operations, and exercise the powersgranted by this chapter in any state, territory, district or possession of theUnited States or in any foreign country.
2. The internal affairs of a limited partnership,including a registered limited-liability limited partnership, formed andexisting under this chapter, including the liability of partners for debts,obligations and liabilities of or chargeable to the partnership, are governedby the laws of this State.
(Added to NRS by
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