Nrs: Chapter 87 - Partnerships


Published: 2015

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[Rev. 2/10/2015 4:07:36

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CHAPTER 87 - PARTNERSHIPS

GENERAL PROVISIONS

NRS 87.001             Definitions.



NRS 87.002             “Business”

defined.

NRS 87.007             “State”

defined.

UNIFORM PARTNERSHIP ACT

General Provisions

NRS 87.010             Short

title.

NRS 87.020             Definitions.

NRS 87.025             Applicability.

NRS 87.030             Interpretation

of knowledge and notice.

NRS 87.040             Rules

of construction.

NRS 87.050             Rules

for cases not provided for in NRS 87.010 to 87.430, inclusive.

 

Nature of Partnership

NRS 87.060             Partnership

defined.

NRS 87.070             Rules

for determining existence of partnership.

NRS 87.080             Property

of partnership.

 

Relations of Partners to Persons Dealing With Partnership

NRS 87.090             Partner

agent of partnership; restrictions on authority.

NRS 87.100             Conveyance

of real property of partnership.

NRS 87.110             Partnership

bound by admission of partner.

NRS 87.120             Partnership

charged with knowledge of or notice to partner.

NRS 87.130             Partnership

bound by partner’s wrongful act.

NRS 87.140             Partnership

bound by partner’s breach of trust.

NRS 87.150             Nature

of partner’s liability.

NRS 87.160             Partner

by estoppel.

NRS 87.170             Liability

of incoming partner.

 

Relations of Partners to One Another

NRS 87.180             Rules

determining rights and duties of partners.

NRS 87.190             Partnership’s

books.

NRS 87.200             Duty

of partners to render information.

NRS 87.210             Partner

accountable as fiduciary.

NRS 87.220             Right

to formal account.

NRS 87.230             Continuation

of partnership beyond fixed term.

 

Property Rights of Partners

NRS 87.240             Extent

of property rights of partner.

NRS 87.250             Nature

of partner’s right in specific property of partnership.

NRS 87.260             Nature

of partner’s interest in partnership.

NRS 87.270             Assignment

of partner’s interest.

NRS 87.280             Partner’s

interest subject to charging order.

 

Dissolution and Winding Up

NRS 87.290             Dissolution

defined.

NRS 87.300             Partnership

not terminated by dissolution.

NRS 87.310             Causes

of dissolution.

NRS 87.320             Dissolution

by decree of court.

NRS 87.330             General

effect of dissolution on authority of partner.

NRS 87.340             Right

of partner to contribution from copartners after dissolution.

NRS 87.350             Power

of partner to bind partnership to third persons after dissolution.

NRS 87.360             Effect

of dissolution on partner’s existing liability.

NRS 87.370             Right

to wind up.

NRS 87.380             Rights

of partners to application of property of partnership.

NRS 87.390             Rights

where partnership is dissolved for fraud or misrepresentation.

NRS 87.400             Rules

for distribution.

NRS 87.410             Liability

of persons who continue business of partnership in certain cases.

NRS 87.420             Rights

of retiring or estate of deceased partner when business of partnership is

continued.

NRS 87.430             Accrual

of actions.

UNIFORM PARTNERSHIP ACT (1997)

General Provisions

NRS 87.4301           Short

title.

NRS 87.4302           Definitions.

NRS 87.4303           “Debtor

in bankruptcy” defined.

NRS 87.4304           “Distribution”

defined.

NRS 87.4305           “Partnership”

defined.

NRS 87.4306           “Partnership

agreement” defined.

NRS 87.4307           “Partnership

at will” defined.

NRS 87.4308           “Partnership

interest” and “partner’s interest in the partnership” defined.

NRS 87.4309           “Person”

defined.

NRS 87.431             “Property”

defined.

NRS 87.4311           “Registered

limited-liability partnership” defined.

NRS 87.4312           “Statement”

defined.

NRS 87.4313           “Transfer”

defined.

NRS 87.4314           Applicability.

NRS 87.4315           Knowledge

and notice.

NRS 87.4316           Effect

of partnership agreement; nonwaivable provisions.

NRS 87.4317           Supplemental

principles of law.

NRS 87.4318           Execution,

filing and recording of statements.

NRS 87.4319           Governing

law.

NRS 87.432             Partnership

subject to amendment to or repeal of NRS 87.4301

to 87.4357, inclusive.

 

Nature of Partnership

NRS 87.4321           Partnership

as entity.

NRS 87.4322           Formation

of partnership.

NRS 87.4323           Partnership

property.

NRS 87.4324           When

property is partnership property.

 

Relations of Partners to Persons Dealing With Partnership

NRS 87.4325           Partner

agent of partnership.

NRS 87.4326           Transfer

of partnership property.

NRS 87.4327           Statement

of partnership authority.

NRS 87.4328           Statement

of denial.

NRS 87.4329           Partnership

liable for actionable conduct of partner.

NRS 87.433             Liability

of partners.

NRS 87.4331           Actions

by and against partnership and partners.

NRS 87.4332           Liability

of purported partner.

 

Relations of Partners to Each Other and to Partnership

NRS 87.4333           Rights

and duties of partner.

NRS 87.4334           Distributions

in kind.

NRS 87.4335           Rights

and duties of partner with respect to information.

NRS 87.4336           Conduct

of partner: General standards.

NRS 87.4337           Actions

by partnership and partners.

NRS 87.4338           Continuation

of partnership beyond definite term or particular undertaking.

 

Transferees and Creditors of Partner

NRS 87.4339           Partner

not co-owner of partnership property.

NRS 87.434             Transferable

interest of partner in partnership.

NRS 87.4341           Transfer

of transferable interest of partner.

NRS 87.4342           Transferable

interest of partner subject to charging order.

 

Dissociation of Partner

NRS 87.4343           Events

causing dissociation.

NRS 87.4344           Power

of partner to dissociate; wrongful dissociation.

NRS 87.4345           Effect

of dissociation.

 

Dissociation of Partner When Business Not Wound Up

NRS 87.4346           Purchase

of dissociated partner’s interest.

NRS 87.4347           Power

of dissociated partner to bind; liability to partnership.

NRS 87.4348           Liability

of dissociated partner to other persons.

NRS 87.4349           Statement

of dissociation.

NRS 87.435             Continued

use of partnership name.

 

Winding Up Partnership Business

NRS 87.4351           Events

causing dissolution and winding up of partnership business.

NRS 87.4352           Partnership

continues after dissolution.

NRS 87.4353           Right

to wind up partnership business.

NRS 87.4354           Power

of partner to bind partnership after dissolution.

NRS 87.4355           Statement

of dissolution.

NRS 87.4356           Liability

of partner to other partners after dissolution.

NRS 87.4357           Settlement

of accounts and contributions among partners.

REGISTERED LIMITED-LIABILITY PARTNERSHIPS

NRS 87.440             Filing

requirements; prohibition against registration for certain illegal purposes;

required and optional provisions of certificate of registration.

NRS 87.445             Penalty

for purporting to do business as registered limited-liability partnership

without registration; enforcement; regulations.

NRS 87.450             Name

of partnership: Distinguishable name required; limitations; availability of

name of forfeited, merged or otherwise terminated partnership; regulations.

NRS 87.455             Name

of partnership: Reinstatement under old or new name; regulations.

NRS 87.460             Amendment

of certificate of registration.

NRS 87.470             Termination

of registration.

NRS 87.480             Registered

agent required.

NRS 87.490             Change

of location of principal office.

NRS 87.500             Resignation

of registered agent; termination of registration of commercial registered

agent.

NRS 87.510             Annual

list: Filing requirements; fees; notice; regulations.

NRS 87.515             List

or statement to be maintained at registered office or principal place of

business; requirement to assist in criminal investigation; failure to comply;

regulations.

NRS 87.520             Defaulting

partnerships: Identification; penalty; reinstatement of partnership which is

unit-owners’ association; duties of Secretary of State; revocation of

registration.

NRS 87.530             Defaulting

partnerships: Conditions and procedure for reinstatement.

NRS 87.540             Status

of partnership and liability of partners not affected by errors in certain

filed information.

FOREIGN REGISTERED LIMITED-LIABILITY PARTNERSHIPS

NRS 87.5405           Penalty

for doing business without registration; enforcement; regulations.

NRS 87.541             Annual

list: Filing requirements; fees; powers and duties of Secretary of State;

regulations.

NRS 87.5413           List

or statement to be maintained at registered office or principal place of

business; requirement to assist in criminal investigation; failure to comply;

regulations.

NRS 87.5415           Certificate

of authorization to transact business.

NRS 87.542             Addresses

of managing partners required; failure to file.

NRS 87.5425           Defaulting

partnerships: Identification; forfeiture of right to transact business;

penalty.

NRS 87.543             Defaulting

partnerships: Duties of Secretary of State.

NRS 87.5435           Defaulting

partnerships: Conditions and procedure for reinstatement.

NRS 87.544             Defaulting

partnerships: Reinstatement under old or new name; regulations.

MISCELLANEOUS PROVISIONS

NRS 87.5445           Form

required for filing of records.

NRS 87.545             Procedure

to submit replacement page to Secretary of State before actual filing of

record.

NRS 87.547             Correction

of inaccurate or defective record filed with Secretary of State; cancellation

of filings.

NRS 87.550             Fees.

NRS 87.560             Operation

of domestic partnership in another jurisdiction; registration of foreign

registered limited-liability partnership.

NRS 87.565             Secretary

of State authorized to adopt certain regulations to allow partnership to carry

out powers and duties through most recent technology.

_________

 

GENERAL PROVISIONS

      NRS 87.001  Definitions.  As

used in this chapter, unless the context otherwise requires, the words and

terms defined in NRS 87.002 and 87.007 have the meanings ascribed to them in those

sections.

      (Added to NRS by 2005, 421; A 2011, 2802)

      NRS 87.002  “Business” defined.  “Business”

includes every business, trade and occupation.

      (Added to NRS by 2005, 421)

      NRS 87.007  “State” defined.  “State”

means a state of the United States, the District of Columbia, the Commonwealth

of Puerto Rico or any territory or insular possession subject to the

jurisdiction of the United States.

      (Added to NRS by 2005, 421)

UNIFORM PARTNERSHIP ACT

General Provisions

      NRS 87.010  Short title.  NRS 87.010 to 87.430,

inclusive, may be cited as the Uniform Partnership Act.

      [1:74:1931; 1931 NCL § 5028]—(NRS A 2005, 440)

      NRS 87.020  Definitions.  As

used in NRS 87.010 to 87.430,

inclusive, unless the context otherwise requires:

      1.  “Bankrupt” includes bankrupt under the

Federal Bankruptcy Act or insolvent under any state insolvent act.

      2.  “Conveyance” includes every assignment,

lease, mortgage or encumbrance.

      3.  “Court” includes every court and judge

having jurisdiction in the case.

      4.  “Real property” includes land and any

interest or estate in land.

      5.  “Registered limited-liability

partnership” means a partnership formed pursuant to an agreement governed by NRS 87.010 to 87.430,

inclusive, and registered pursuant to and complying with NRS

87.440 to 87.560, inclusive.

      [2:74:1931; 1931 NCL § 5028.01]—(NRS A 1985, 502; 1995, 1470; 1999, 1616; 2001, 101, 2724; 2003, 3143; 2005, 440; 2007, 2427)

      NRS 87.025  Applicability.  The

provisions of NRS 87.010 to 87.430,

inclusive, apply to a partnership:

      1.  Which was formed before July 1, 2006,

and which does not voluntarily elect to be governed by the provisions of NRS 87.4301 to 87.4357,

inclusive; or

      2.  Which is formed on or after July 1,

2006, and which voluntarily elects to be governed by the provisions of NRS 87.010 to 87.430,

inclusive.

      (Added to NRS by 2005, 421)

      NRS 87.030  Interpretation of knowledge and notice.

      1.  A person has “knowledge” of a fact

within the meaning of NRS 87.010 to 87.430, inclusive, not only when the person has actual

knowledge thereof, but also when the person has knowledge of such other facts

as in the circumstances shows bad faith.

      2.  A person has “notice” of a fact within

the meaning of NRS 87.010 to 87.430,

inclusive, when the person who claims the benefit of the notice:

      (a) States the fact to such person, or

      (b) Delivers through the mail, or by other means

of communication, a written statement of the fact to such person or to a proper

person at his or her place of business or residence.

      [3:74:1931; 1931 NCL § 5028.02]—(NRS A 2005, 441)

      NRS 87.040  Rules of construction.

      1.  The rule that statutes in derogation of

the common law are to be strictly construed has no application to NRS 87.010 to 87.430,

inclusive.

      2.  The law of estoppel applies to NRS 87.010 to 87.430,

inclusive.

      3.  The law of agency applies to NRS 87.010 to 87.430,

inclusive.

      4.  The Uniform Partnership Act must be

interpreted and construed as to effectuate its general purpose to make uniform

the law of those states which enact it.

      5.  The provisions of NRS 87.010 to 87.430,

inclusive, shall not be construed so as to impair the obligations of any

contract existing on July 1, 1931, nor to affect any action or proceedings

begun or right accrued before July 1, 1931.

      [4:74:1931; 1931 NCL § 5028.03]—(NRS A 2005, 441)

      NRS 87.050  Rules for cases not provided for in NRS 87.010 to 87.430,

inclusive.  In any case not

provided for in NRS 87.010 to 87.430, inclusive, the rules of law and equity,

including the law merchant, govern.

      [5:74:1931; 1931 NCL § 5028.04]—(NRS A 2005, 441)

Nature of Partnership

      NRS 87.060  Partnership defined.

      1.  Except as otherwise provided in

subsection 2, a partnership is an association of two or more persons to carry

on as co-owners a business for profit, and includes a registered

limited-liability partnership.

      2.  Any association formed under any other

statute of this State, or any statute adopted by authority, other than the

authority of this State, is not a partnership under NRS

87.010 to 87.430, inclusive, unless the

association would have been a partnership in this State before July 1, 1931.

The provisions of NRS 87.010 to 87.430, inclusive, apply to limited partnerships

except in so far as the statutes relating to such partnerships are inconsistent

with it.

      [6:74:1931; 1931 NCL § 5028.05]—(NRS A 1995, 1471; 2005, 442)

      NRS 87.070  Rules for determining existence of partnership.  In determining whether a partnership exists,

these rules apply:

      1.  Except as provided by NRS 87.160, persons who are not partners as to each

other are not partners as to third persons.

      2.  Joint tenancy, tenancy in common,

tenancy by the entireties, joint property, common property, or part ownership

does not of itself establish a partnership, whether such co-owners do or do not

share any profits made by the use of the property.

      3.  The sharing of gross returns does not

of itself establish a partnership, whether or not the persons sharing them have

a joint or common right or interest in any property from which the returns are

derived.

      4.  The receipt by a person of a share of

the profits of a business is prima facie evidence that the person is a partner

in the business, but no such inference may be drawn if such profits were

received in payment:

      (a) As a debt by installments or otherwise;

      (b) As wages of an employee or rent to a

landlord;

      (c) As an annuity to a surviving spouse or

representative of a deceased partner;

      (d) As interest on a loan, though the amount of

payment vary with the profits of the business; or

      (e) As the consideration for the sale of a

goodwill of a business or other property by installments or otherwise.

      [7:74:1931; 1931 NCL § 5028.06]—(NRS A 1979, 146)

      NRS 87.080  Property of partnership.

      1.  All property originally brought into

the partnership stock or subsequently acquired by purchase or otherwise, on

account of the partnership, is partnership property.

      2.  Unless the contrary intention appears,

property acquired with partnership funds is partnership property.

      3.  Any estate in real property may be

acquired in the partnership name. Title so acquired can be conveyed only in the

partnership name.

      4.  A conveyance to a partnership in the

partnership name, though without words of inheritance, passes the entire estate

of the grantor unless a contrary intent appears.

      [8:74:1931; 1931 NCL § 5028.07]

Relations of Partners to Persons Dealing With Partnership

      NRS 87.090  Partner agent of partnership; restrictions on authority.

      1.  Every partner is an agent of the

partnership for the purpose of its business, and the act of every partner,

including the execution in the partnership name of any instrument, for

apparently carrying on in the usual way the business of the partnership of

which the partner is a member binds the partnership, unless the partner so

acting has in fact no authority to act for the partnership in the particular

matter, and the person with whom the partner is dealing has knowledge of the

fact that the partner has no such authority.

      2.  An act of a partner which is not

apparently for the carrying on of the business of the partnership in the usual

way does not bind the partnership unless authorized by the other partners.

      3.  Except as otherwise provided in

subsection 5, unless authorized by the other partners or unless they have

abandoned the business, one or more but less than all the partners have no

authority to:

      (a) Assign the partnership property in trust for

creditors or on the assignee’s promise to pay the debts of the partnership;

      (b) Dispose of the goodwill of the business;

      (c) Do any other act which would make it

impossible to carry on the ordinary business of a partnership;

      (d) Confess a judgment; or

      (e) Submit a partnership claim or liability to

arbitration or reference.

      4.  No act of a partner in contravention of

a restriction on authority shall bind the partnership to persons having

knowledge of the restriction.

      5.  One or more of the partners designated

in an agreement among all of the partners may sell all or substantially all of

the property of the partnership without the unanimous approval or consent of

the partners if:

      (a) The sale is approved by a vote; or

      (b) The prior consent of the partners for a sale

of all or substantially all of the property has been given in an agreement

among the partners,

Ê and written

notice of the sale is sent by registered or certified mail to all partners at

least 15 days before the date of the sale.

      [9:74:1931; 1931 NCL § 5028.08]—(NRS A 1987, 375)

      NRS 87.100  Conveyance of real property of partnership.

      1.  Where title to real property is in the

partnership name, any partner may convey title to such property by a conveyance

signed in the partnership name, but the partnership may recover such property unless

the partner’s act binds the partnership under the provisions of subsection 1 of

NRS 87.090 or unless such property has been

conveyed by the grantee or a person claiming through such grantee to a holder

for value without knowledge that the partner, in making the conveyance, has

exceeded his or her authority.

      2.  Where title to real property is in the

name of the partnership, a conveyance signed by a partner, in his or her own

name, passes the equitable interest of the partnership, provided the act is one

within the authority of the partner under the provisions of subsection 1 of NRS 87.090.

      3.  Where title to real property is in the

name of one or more but not all the partners, and the record does not disclose

the right of the partnership, the partners in whose name the title stands may

convey title to such property, but the partnership may recover such property if

the partners’ act does not bind the partnership under the provisions of

subsection 1 of NRS 87.090, unless the purchaser,

or his or her assignee, is a holder for value without knowledge.

      4.  Where the title to real property is in

the name of one or more or all the partners, or in a third person in trust for

the partnership, a conveyance signed by a partner in the partnership name, or

in his or her own name, passes the equitable interest of the partnership,

provided the act is one within the authority of the partner under the

provisions of subsection 1 of NRS 87.090.

      5.  Where the title to real property is in

the names of all the partners a conveyance signed by all the partners passes

all their rights in such property.

      [10:74:1931; 1931 NCL § 5028.09]—(NRS A 2003, 3144)

      NRS 87.110  Partnership bound by admission of partner.  An admission or representation made by any

partner concerning partnership affairs within the scope of the partner’s

authority as conferred by NRS 87.010 to 87.430, inclusive, is evidence against the

partnership.

      [11:74:1931; 1931 NCL § 5028.10]—(NRS A 2005, 442)

      NRS 87.120  Partnership charged with knowledge of or notice to partner.  Notice to any partner of any matter relating

to partnership affairs, and the knowledge of the partner acting in the

particular matter, acquired while a partner or then present to his or her mind,

and the knowledge of any other partner who reasonably could and should have

communicated it to the acting partner, operate as notice to or knowledge of the

partnership, except in the case of a fraud on the partnership committed by or

with the consent of that partner.

      [12:74:1931; 1931 NCL § 5028.11]

      NRS 87.130  Partnership bound by partner’s wrongful act.  Where by any wrongful act or omission of any

partner acting in the ordinary course of the business of the partnership or

with the authority of his or her copartners, loss or injury is caused to any

person, not being a partner in the partnership, or any penalty is incurred, the

partnership is liable therefor to the same extent as the partner so acting or

omitting to act.

      [13:74:1931; 1931 NCL § 5028.12]

      NRS 87.140  Partnership bound by partner’s breach of trust.  The partnership is bound to make good the

loss:

      1.  Where one partner acting within the

scope of his or her apparent authority receives money or property of a third

person and misapplies it; and

      2.  Where the partnership in the course of

its business receives money or property of a third person and the money or

property so received is misapplied by any partner while it is in the custody of

the partnership.

      [14:74:1931; 1931 NCL § 5028.13]

      NRS 87.150  Nature of partner’s liability.

      1.  Except as otherwise provided in

subsection 2, all partners are liable:

      (a) Jointly and severally for everything

chargeable to the partnership under NRS 87.130 and 87.140.

      (b) Jointly for all other debts and obligations

of the partnership; but any partner may enter into a separate obligation to

perform a partnership contract.

      2.  Subject to subsection 3, a partner in a

registered limited-liability partnership is not liable directly or indirectly,

by way of indemnification, contribution, assessment or otherwise, for debts,

obligations or liabilities of or chargeable to the partnership, whether in

contract, tort or otherwise, arising from omissions, negligence, wrongful acts,

misconduct or malpractice committed while the partnership is a registered

limited-liability partnership and in the course of the partnership business by

another partner or an employee, agent or representative of the partnership.

      3.  Subsection 2 does not affect the

liability of a partner in a registered limited-liability partnership for his or

her own omissions, negligence, wrongful acts, misconduct or malpractice or that

of any person under his or her direct supervision and control.

      4.  A partner in a registered

limited-liability partnership is not a proper party to a proceeding by or

against the registered limited-liability partnership, the object of which is to

recover damages or enforce the obligations arising out of the acts, omissions,

malpractice or misconduct of the type described in subsection 2 unless the

partner is personally liable under subsection 3.

      [15:74:1931; 1931 NCL § 5028.14]—(NRS A 1995, 1471)

      NRS 87.160  Partner by estoppel.

      1.  When a person, by words spoken or

written or by conduct, represents himself or herself, or consents to another

representing him or her to any one, as a partner in an existing partnership or

with one or more persons not actual partners, the person is liable to any such

person to whom such representation has been made who has, on the faith of such

representation, given credit to the actual or apparent partnership, and if the

person has made such representation or consented to its being made in a public

manner the person is liable to such person, whether the representation has or

has not been made or communicated to such person so giving credit by or with

the knowledge of the apparent partner making the representation or consenting

to its being made.

      (a) When a partnership liability results, the

person is liable as though the person were an actual member of the partnership.

      (b) When no partnership liability results, the

person is liable jointly with the other persons, if any, so consenting to the

contract or representation as to incur liability, otherwise separately.

      2.  When a person has been thus represented

to be a partner in an existing partnership, or with one or more persons not

actual partners, the person is an agent of the persons consenting to such

representation to bind them to the same extent and in the same manner as though

he or she were a partner in fact, with respect to persons who rely upon the

representation. Where all the members of the existing partnership consent to

the representation, a partnership act or obligation results; but in all other

cases it is the joint act or obligation of the person acting and the persons

consenting to the representation.

      [16:74:1931; 1931 NCL § 5028.15]

      NRS 87.170  Liability of incoming partner.  A

person admitted as a partner into an existing partnership is liable for all the

obligations of the partnership arising before admission as though the person

had been a partner when such obligations were incurred, except that this

liability shall be satisfied only out of partnership property.

      [17:74:1931; 1931 NCL § 5028.16]

Relations of Partners to One Another

      NRS 87.180  Rules determining rights and duties of partners.  The rights and duties of the partners in relation

to the partnership are determined, subject to any agreement between them, by

the following rules:

      1.  Each partner must be repaid his or her

contributions, whether by way of capital or advances to the partnership

property, and share equally in the profits and surplus remaining after all

liabilities, including those to partners, are satisfied. Except as otherwise

provided in subsection 2 of NRS 87.150, each

partner shall contribute towards the losses, whether of capital or otherwise,

sustained by the partnership according to his or her share in the profits.

      2.  The partnership shall indemnify every

partner in respect of payments made and personal liabilities reasonably

incurred by the partner in the ordinary and proper conduct of its business, or

for the preservation of its business or property.

      3.  A partner, who in aid of the

partnership makes any payment or advance beyond the amount of capital which the

partner agreed to contribute, must be paid interest from the date of the

payment or advance.

      4.  A partner may receive interest on the

capital contributed by him or her only from the date when repayment should be

made.

      5.  All partners have equal rights in the

management and conduct of the partnership business.

      6.  No partner is entitled to remuneration

for acting in the partnership business, except that a surviving partner is

entitled to reasonable compensation for his or her services in winding up the

partnership affairs.

      7.  No person may become a member of a

partnership without the consent of all the partners.

      8.  Any difference arising as to ordinary matters

connected with the partnership business may be decided by a majority of the

partners. No act in contravention of any agreement between the partners may be

done rightfully without the consent of all the partners.

      [18:74:1931; 1931 NCL § 5028.17]—(NRS A 1995, 1471)

      NRS 87.190  Partnership’s books.  The

partnership books shall be kept, subject to any agreement between the partners,

at the principal place of business of the partnership, and every partner shall

at all times have access to and may inspect and copy any of them.

      [19:74:1931; 1931 NCL § 5028.18]

      NRS 87.200  Duty of partners to render information.  Partners

shall render on demand true and full information of all things affecting the

partnership to any partner or the legal representative of any deceased partner

or partner under legal disability.

      [20:74:1931; 1931 NCL § 5028.19]

      NRS 87.210  Partner accountable as fiduciary.

      1.  Every partner must account to the

partnership for any benefit and hold as trustee for it any profits derived by

the partner without the consent of the other partners from any transaction

connected with the formation, conduct, or liquidation of the partnership or

from any use by the partner of its property.

      2.  This section applies also to the

representatives of a deceased partner engaged in the liquidation of the affairs

of the partnership as the personal representatives of the last surviving

partner.

      [21:74:1931; 1931 NCL § 5028.20]

      NRS 87.220  Right to formal account.  Any

partner shall have the right to a formal account as to partnership affairs:

      1.  If the partner is wrongfully excluded

from the partnership business or possession of its property by his or her

copartners;

      2.  If the right exists under the terms of

any agreement;

      3.  As provided by NRS

87.210; or

      4.  Whenever other circumstances render it

just and reasonable.

      [22:74:1931; 1931 NCL § 5028.21]

      NRS 87.230  Continuation of partnership beyond fixed term.

      1.  When a partnership for a fixed term or

particular undertaking is continued after the termination of such term or

particular undertaking without any express agreement, the rights and duties of

the partners remain the same as they were at such termination, so far as is

consistent with a partnership at will.

      2.  A continuation of the business by

partners or such of them as habitually acted therein during the term, without

any settlement or liquidation of the partnership affairs, is prima facie

evidence of a continuation of the partnership.

      [23:74:1931; 1931 NCL § 5028.22]

Property Rights of Partners

      NRS 87.240  Extent of property rights of partner.  The

property rights of a partner are:

      1.  His or her rights in specific

partnership property;

      2.  His or her interest in the partnership;

and

      3.  His or her right to participate in the

management.

      [24:74:1931; 1931 NCL § 5028.23]

      NRS 87.250  Nature of partner’s right in specific property of partnership.

      1.  A partner is co-owner with the other

partners of specific partnership property holding as a tenant in partnership.

      2.  The incidents of this tenancy are such

that:

      (a) A partner, subject to the provisions of NRS 87.010 to 87.430,

inclusive, and to any agreement between the partners, has an equal right with

the other partners to possess specific partnership property for partnership

purposes; but a partner has no right to possess such property for any other

purpose without the consent of the other partners.

      (b) A partner’s right in specific partnership

property is not assignable except in connection with the assignment of rights

of all the partners in the same property.

      (c) A partner’s right in specific partnership

property is not subject to attachment or execution, except on a claim against

the partnership. When partnership property is attached for a partnership debt

the partners, or any of them, or the representatives of a deceased partner,

cannot claim any right under the homestead or exemption laws.

      (d) On the death of a partner his or her right in

specific partnership property vests in the surviving partner or partners,

except where the deceased was the last surviving partner, when his or her right

in such property vests in his or her legal representative. Such surviving

partner or partners, or the legal representative of the last surviving partner,

has no right to possess the partnership property for any but a partnership

purpose.

      (e) A partner’s right in specific partnership

property is not subject to dower, curtesy or allowances to widows, widowers,

heirs or next of kin.

      [25:74:1931; 1931 NCL § 5028.24]—(NRS A 2005, 442)

      NRS 87.260  Nature of partner’s interest in partnership.  A partner’s interest in the partnership is his

or her share of the profits and surplus, and the same is personal property.

      [26:74:1931; 1931 NCL § 5028.25]

      NRS 87.270  Assignment of partner’s interest.

      1.  A conveyance by a partner of his or her

interest in the partnership does not of itself dissolve the partnership, nor,

as against the other partners in the absence of agreement, entitle the

assignee, during the continuance of the partnership, to interfere in the

management or administration of the partnership business or affairs, or to

require any information or account of partnership transactions, or to inspect

the partnership books; but it merely entitles the assignee to receive in

accordance with the contract the profits to which the assigning partner would

otherwise be entitled.

      2.  In case of a dissolution of the

partnership, the assignee is entitled to receive the assignor’s interest and

may require an account from the date only of the last account agreed to by all

the partners.

      [27:74:1931; 1931 NCL § 5028.26]

      NRS 87.280  Partner’s interest subject to charging order.

      1.  On due application to a competent court

by any judgment creditor of a partner, the court which entered the judgment,

order, or decree, or any other court, may charge the interest of the debtor

partner with payment of the unsatisfied amount of such judgment debt with

interest thereon; and may then or later appoint a receiver of the debtor

partner’s share of the profits, and of any other money due or to fall due to

the debtor partner in respect of the partnership, and make all other orders,

directions, accounts and inquiries which the debtor partner might have made, or

which the circumstances of the case may require.

      2.  The interest charged may be redeemed at

any time before foreclosure, or in case of a sale being directed by the court

may be purchased without thereby causing a dissolution:

      (a) With separate property, by any one or more of

the partners; or

      (b) With partnership property, by any one or more

of the partners with the consent of all the partners whose interests are not so

charged or sold.

      3.  Nothing in the provisions of NRS 87.010 to 87.430,

inclusive, shall be held to deprive a partner of his or her right, if any,

under the exemption laws, as regards the partner’s interest in the partnership.

      [28:74:1931; 1931 NCL § 5028.27]—(NRS A 2005, 442)

Dissolution and Winding Up

      NRS 87.290  Dissolution defined.  The

dissolution of a partnership is the change in the relation of the partners

caused by any partner ceasing to be associated in the carrying on as

distinguished from the winding up of the business.

      [29:74:1931; 1931 NCL § 5028.28]

      NRS 87.300  Partnership not terminated by dissolution.  On dissolution the partnership is not

terminated, but continues until the winding up of partnership affairs is

completed.

      [30:74:1931; 1931 NCL § 5028.29]

      NRS 87.310  Causes of dissolution.  Dissolution

is caused:

      1.  Without violation of the agreement

between the partners:

      (a) By the termination of the definite term or

particular undertaking specified in the agreement;

      (b) By the express will of any partner when no

definite term or particular undertaking is specified;

      (c) By the express will of all the partners who

have not assigned their interests or suffered them to be charged for their

separate debts, either before or after the termination of any specified term or

particular undertaking; or

      (d) By the expulsion of any partner from the

business bona fide in accordance with such a power conferred by the agreement

between the partners;

      2.  In contravention of the agreement

between the partners, where the circumstances do not permit a dissolution under

any other provision of this section, by the express will of any partner at any

time;

      3.  By any event which makes it unlawful

for the business of the partnership to be carried on or for the members to

carry it on in partnership;

      4.  By the death of any partner;

      5.  By the bankruptcy of any partner or the

partnership; or

      6.  By decree of court under NRS 87.320.

      [31:74:1931; 1931 NCL § 5028.30]

      NRS 87.320  Dissolution by decree of court.

      1.  On application by or for a partner the

court shall decree a dissolution whenever:

      (a) A partner has been declared a lunatic in any

judicial proceeding or is shown to be of unsound mind;

      (b) A partner becomes in any other way incapable

of performing his or her part of the partnership contract;

      (c) A partner has been guilty of such conduct as

tends to affect prejudicially the carrying on of the business;

      (d) A partner willfully or persistently commits a

breach of the partnership agreement, or otherwise so conducts himself or

herself in matters relating to the partnership business that it is not

reasonably practicable to carry on the business in partnership with the

partner;

      (e) The business of the partnership can only be

carried on at a loss; or

      (f) Other circumstances render a dissolution

equitable.

      2.  On the application of the purchaser of

a partner’s interest under NRS 87.270 or 87.280:

      (a) After the termination of the specified term

or particular undertaking; or

      (b) At any time if the partnership was a

partnership at will when the interest was assigned or when the charging order

was issued.

      [32:74:1931; 1931 NCL § 5028.31]

      NRS 87.330  General effect of dissolution on authority of partner.  Except so far as may be necessary to wind up

partnership affairs or to complete transactions begun but not then finished,

dissolution terminates all authority of any partner to act for the partnership:

      1.  With respect to the partners:

      (a) When the dissolution is not by the act,

bankruptcy or death of a partner; or

      (b) When the dissolution is by such act,

bankruptcy or death of a partner, in cases where NRS

87.340 so requires.

      2.  With respect to persons not partners,

as declared in NRS 87.350.

      [33:74:1931; 1931 NCL § 5028.32]

      NRS 87.340  Right of partner to contribution from copartners after

dissolution.  Where the dissolution

is caused by the act, death or bankruptcy of a partner, each partner is liable

to his or her copartners for his or her share of any liability created by any

partner acting for the partnership as if the partnership had not been dissolved

unless:

      1.  The dissolution being by act of any

partner, the partner acting for the partnership had knowledge of the

dissolution;

      2.  The dissolution being by the death or

bankruptcy of a partner, the partner acting for the partnership had knowledge

or notice of the death or bankruptcy; or

      3.  The liability is one for which the

partner is not liable under subsection 2 of NRS 87.150.

      [34:74:1931; 1931 NCL § 5028.33]—(NRS A 1995, 1472)

      NRS 87.350  Power of partner to bind partnership to third persons after

dissolution.

      1.  After dissolution a partner can bind

the partnership except as provided in subsection 3:

      (a) By any act appropriate for winding up

partnership affairs or completing transactions unfinished at dissolution;

      (b) By any transaction which would bind the

partnership if dissolution had not taken place, provided the other party to the

transaction:

             (1) Had extended credit to the partnership

prior to dissolution and had no knowledge or notice of the dissolution; or

             (2) Though the other party had not so

extended credit, had nevertheless known of the partnership prior to dissolution

and, having no knowledge or notice of dissolution, the fact of dissolution had

not been advertised in a newspaper of general circulation in the place (or in

each place if more than one) at which the partnership business was regularly

carried on.

      2.  The liability of a partner under

paragraph (b) of subsection 1 shall be satisfied out of partnership assets

alone when such partner had been prior to dissolution:

      (a) Unknown as a partner to the person with whom

the contract is made; and

      (b) So far unknown and inactive in partnership

affairs that the business reputation of the partnership could not be said to

have been in any degree due to the partner’s connection with it.

      3.  The partnership is in no case bound by

any act of a partner after dissolution:

      (a) Where the partnership is dissolved because it

is unlawful to carry on the business, unless the act is appropriate for winding

up partnership affairs;

      (b) Where the partner has become bankrupt; or

      (c) Where the partner has no authority to wind up

partnership affairs, except by a transaction with one who:

             (1) Had extended credit to the partnership

prior to dissolution and had no knowledge or notice of the partner’s want of

authority; or

             (2) Had not extended credit to the

partnership prior to dissolution, and, having no knowledge or notice of the

partner’s want of authority, the fact of the partner’s want of authority has

not been advertised in the manner provided for advertising the fact of

dissolution in subparagraph (2) of paragraph (b) of subsection 1.

      4.  Nothing in this section shall affect

the liability under NRS 87.160 of any person who

after dissolution represents himself or herself or consents to another

representing him or her as a partner in a partnership engaged in carrying on

business.

      [35:74:1931; 1931 NCL § 5028.34]

      NRS 87.360  Effect of dissolution on partner’s existing liability.

      1.  The dissolution of the partnership does

not of itself discharge the existing liability of any partner.

      2.  A partner is discharged from any

existing liability upon dissolution of the partnership by an agreement to that

effect between the partner, the partnership creditor and the person or

partnership continuing the business. Such an agreement may be inferred from the

course of dealing between the creditor having knowledge of the dissolution and

the person or partnership continuing the business.

      3.  Where a person agrees to assume the

existing obligations of a dissolved partnership, the partners whose obligations

have been assumed are discharged from any liability to any creditor of the

partnership who, knowing of the agreement, consents to a material alteration in

the nature or time of payment of such obligations.

      4.  The individual property of a deceased

partner is liable for all obligations of the partnership incurred while the

deceased partner was a partner and for which the deceased partner was liable

under NRS 87.150, but is subject to the prior

payment of the deceased partner’s separate debts.

      [36:74:1931; 1931 NCL § 5028.35]—(NRS A 1995, 1472)

      NRS 87.370  Right to wind up.  Unless

otherwise agreed the partners who have not wrongfully dissolved the

partnership, or the legal representative of the last surviving partner, not

bankrupt, has the right to wind up the partnership affairs; provided, however,

that any partner or his or her legal representative or assignee, upon cause

shown, may obtain winding up by the court.

      [37:74:1931; 1931 NCL § 5028.36]

      NRS 87.380  Rights of partners to application of property of partnership.

      1.  When dissolution is caused in any way,

except in contravention of the partnership agreement, each partner as against

his or her copartners and all persons claiming through them in respect of their

interests in the partnership, unless otherwise agreed, may have the partnership

property applied to discharge its liabilities, and the surplus applied to pay

in cash the net amount owing to the respective partners. But if dissolution is

caused by expulsion of a partner, bona fide under the partnership agreement and

if the expelled partner is discharged from all partnership liabilities, either

by payment or agreement under subsection 2 of NRS

87.360, the expelled partner shall receive in cash only the net amount due

him or her from the partnership.

      2.  When dissolution is caused in

contravention of the partnership agreement the rights of the partners shall be

as follows:

      (a) Each partner who has not caused dissolution

wrongfully shall have:

             (1) All the rights specified in subsection

1 of this section; and

             (2) The right, as against each partner who

has caused the dissolution wrongfully, to damages for breach of the agreement.

      (b) The partners who have not caused the

dissolution wrongfully, if they all desire to continue the business in the same

name, either by themselves or jointly with others, may do so, during the agreed

term for the partnership, and for that purpose may possess the partnership

property, provided they secure the payment by bond approved by the court, or

pay to any partner who has caused the dissolution wrongfully, the value of his

or her interest in the partnership at the dissolution, less any damages

recoverable under subparagraph (2) of paragraph (a) of subsection 2, and in

like manner indemnify him or her against all present or future partnership

liabilities.

      (c) A partner who has caused the dissolution

wrongfully shall have:

             (1) If the business is not continued under

the provisions of paragraph (b) of subsection 2, all the rights of a partner

under subsection 1, subject to subparagraph (2) of paragraph (a) of subsection

2; or

             (2) If the business is continued under

paragraph (b) of subsection 2, the right as against his or her copartners and

all claiming through them in respect of their interests in the partnership, to

have the value of his or her interest in the partnership, less any damages

caused to his or her copartners by the dissolution, ascertained and paid to him

or her in cash, or the payment secured by bond approved by the court, and to be

released from all existing liabilities of the partnership; but in ascertaining

the value of the partner’s interest the value of the goodwill of the business

shall not be considered.

      [38:74:1931; 1931 NCL § 5028.37]

      NRS 87.390  Rights where partnership is dissolved for fraud or

misrepresentation.  Where a

partnership contract is rescinded on the ground of the fraud or

misrepresentation of one of the parties thereto, the party entitled to rescind

is, without prejudice to any other right, entitled:

      1.  To a lien on, or a right of retention

of, the surplus of the partnership property after satisfying the partnership

liabilities to third persons for any sum of money paid by such a party for the

purchase of an interest in the partnership and for any capital or advances

contributed by him or her;

      2.  To stand, after all liabilities to

third persons have been satisfied, in the place of the creditors of the

partnership for any payments made by the party in respect of the partnership

liabilities; and

      3.  To be indemnified by the person guilty

of the fraud or making the representation against all debts and liabilities of

the partnership.

      [Part 39:74:1931; 1931 NCL § 5028.38]

      NRS 87.400  Rules for distribution.  In

settling accounts between the partners after dissolution, the following rules

must be observed, subject to any agreement to the contrary:

      1.  The assets of the partnership are:

      (a) The partnership property; and

      (b) The contributions of the partners specified

in subsection 4.

      2.  The liabilities of the partnership rank

in order of payment, as follows:

      (a) Those owing to creditors other than partners.

      (b) Those owing to partners other than for

capital and profits.

      (c) Those owing to partners in respect of

capital.

      (d) Those owing to partners in respect of

profits.

      3.  The assets must be applied in order of

their declaration in subsection 1 to the satisfaction of the liabilities.

      4.  Except as otherwise provided in

subsection 2 of NRS 87.150:

      (a) The partners shall contribute, as provided by

subsection 1 of NRS 87.180, the amount necessary to

satisfy the liabilities; and

      (b) If any, but not all, of the partners are

insolvent, or, not being subject to process, refuse to contribute, the other

partners shall contribute their share of the liabilities, and, in the relative

proportions in which they share the profits, the additional amount necessary to

pay the liabilities.

      5.  An assignee for the benefit of

creditors or any person appointed by the court may enforce the contributions

specified in subsection 4.

      6.  Any partner or his or her legal

representative may enforce the contributions specified in subsection 4, to the

extent of the amount which the partner or legal representative has paid in

excess of his or her share of the liability.

      7.  The individual property of a deceased

partner is liable for the contributions specified in subsection 4.

      8.  When partnership property and the

individual properties of the partners are in possession of a court for

distribution, partnership creditors have priority on partnership property and

separate creditors on individual property, saving the rights of lien or secured

creditors as heretofore.

      9.  Where a partner has become bankrupt or

a partner’s estate is insolvent, the claims against the partner’s separate

property rank in the following order:

      (a) Those owing to separate creditors.

      (b) Those owing to partnership creditors.

      (c) Those owing to partners by way of

contribution.

      [Part 39:74:1931; 1931 NCL § 5028.38]—(NRS A 1995, 1473)

      NRS 87.410  Liability of persons who continue business of partnership in

certain cases.

      1.  When any new partner is admitted into

an existing partnership, or when any partner retires and assigns (or the

representative of the deceased partner assigns) his or her rights in

partnership property to two or more of the partners, or to one or more of the

partners and one or more third persons, if the business is continued without

liquidation of the partnership affairs, creditors of the first or dissolved

partnership are also creditors of the partnership so continuing the business.

      2.  When all but one partner retire and

assign (or the representative of a deceased partner assigns) their rights in

partnership property to the remaining partner, who continues the business

without liquidation of partnership affairs, either alone or with others,

creditors of the dissolved partnership are also creditors of the person or

partnership so continuing the business.

      3.  When any partner retires or dies and

the business of the dissolved partnership is continued as set forth in

subsections 1 and 2, with the consent of the retired partners or the

representative of the deceased partner, but without any assignment of the

retired or deceased partner’s right in partnership property, rights of

creditors of the dissolved partnership and of the creditors of the person or

partnership continuing the business shall be as if such assignment had been

made.

      4.  When all the partners or their

representatives assign their rights in partnership property to one or more

third persons who promise to pay the debts and who continue the business of the

dissolved partnership, creditors of the dissolved partnership are also

creditors of the person or partnership continuing the business.

      5.  When any partner wrongfully causes a

dissolution and the remaining partners continue the business under the

provisions of paragraph (b) of subsection 2 of NRS

87.380, either alone or with others, and without liquidation of the

partnership affairs, creditors of the dissolved partnership are also creditors

of the person or partnership continuing the business.

      6.  When a partner is expelled and the

remaining partners continue the business either alone or with others, without

liquidation of the partnership affairs, creditors of the dissolved partnership

are also creditors of the person or partnership continuing the business.

      7.  The liability of a third person

becoming a partner in the partnership continuing the business, under this

section, to the creditors of the dissolved partnership shall be satisfied out

of partnership property only.

      8.  When the business of a partnership after

dissolution is continued under any conditions set forth in this section the

creditors of the dissolved partnership, as against the separate creditors of

the retiring or deceased partner or the representative of the deceased partner,

have a prior right to any claim of the retired partner or the representative of

the deceased partner against the person or partnership continuing the business,

on account of the retired or deceased partner’s interest in the dissolved

partnership or on account of any consideration promised for such interest or

for the retired or deceased partner’s right in partnership property.

      9.  Nothing in this section shall be held

to modify any right of creditors to set aside any assignment on the ground of

fraud.

      10.  The use by the person or partnership

continuing the business of the partnership name, or the name of the deceased

partner as part thereof, shall not of itself make the individual property of

the deceased partner liable for any debts contracted by such person or partnership.

      [40:74:1931; 1931 NCL § 5028.39]

      NRS 87.420  Rights of retiring or estate of deceased partner when business

of partnership is continued.  When

any partner retires or dies, and the business is continued under any of the

conditions set forth in subsections 1, 2, 3, 5 and 6 of NRS

87.410, or paragraph (b) of subsection 2 of NRS

87.380, without any settlement of accounts as between the retired or

deceased partner or his or her estate and the person or partnership continuing

the business, unless otherwise agreed, the retired or deceased partner or his

or her legal representative as against such persons or partnership may have the

value of the retired or deceased partner’s interest at the date of dissolution

ascertained, and shall receive as an ordinary creditor an amount equal to the

value of the retired or deceased partner’s interest in the dissolved

partnership with interest, or, at the retired or deceased partner’s option or

at the option of his or her legal representative, in lieu of interest, the

profits attributable to the use of the retired or deceased partner’s right in

the property of the dissolved partnership; provided that the creditors of the

dissolved partnership as against the separate creditors, or the representative

of the retired or deceased partner, shall have priority on any claim arising

under this section as provided by subsection 8 of NRS

87.410.

      [41:74:1931; 1931 NCL § 5028.40]

      NRS 87.430  Accrual of actions.  The

right to an account of a partner’s interest shall accrue to any partner, or his

or her legal representative, as against the winding up partners or the

surviving partners or the person or partnership continuing the business, at the

date of dissolution, in the absence of any agreement to the contrary.

      [42:74:1931; 1931 NCL § 5028.41]

UNIFORM PARTNERSHIP ACT (1997)

General Provisions

      NRS 87.4301  Short title.  NRS 87.4301 to 87.4357,

inclusive, may be cited as the Uniform Partnership Act (1997).

      (Added to NRS by 2005, 421)

      NRS 87.4302  Definitions.  As

used in NRS 87.4301 to 87.4357,

inclusive, unless the context otherwise requires, the words and terms defined

in NRS 87.4303 to 87.4313,

inclusive, have the meanings ascribed to them in those sections.

      (Added to NRS by 2005, 421)

      NRS 87.4303  “Debtor in bankruptcy” defined.  “Debtor

in bankruptcy” means a person who is the subject of:

      1.  An order for relief under Title 11 of

the United States Code or a comparable order under a successor statute of

general application; or

      2.  A comparable order under federal, state

or foreign law governing insolvency.

      (Added to NRS by 2005, 422)

      NRS 87.4304  “Distribution” defined.  “Distribution”

means a transfer of money or other property from a partnership to a partner in

the partner’s capacity as a partner or to the partner’s transferee.

      (Added to NRS by 2005, 422)

      NRS 87.4305  “Partnership” defined.  “Partnership”

means an association of two or more persons to carry on as co-owners of a

business for profit formed under NRS 87.4322,

predecessor law or comparable law of another jurisdiction.

      (Added to NRS by 2005, 422)

      NRS 87.4306  “Partnership agreement” defined.  “Partnership

agreement” means the agreement, whether written, oral or implied, among the

partners concerning the partnership, including amendments to the partnership

agreement.

      (Added to NRS by 2005, 422)

      NRS 87.4307  “Partnership at will” defined.  “Partnership

at will” means a partnership in which the partners have not agreed to remain

partners until the expiration of a definite term or the completion of a

particular undertaking.

      (Added to NRS by 2005, 422)

      NRS 87.4308  “Partnership interest” and “partner’s interest in the

partnership” defined.  “Partnership

interest” or “partner’s interest in the partnership” means all of a partner’s

interests in the partnership, including the partner’s transferable interest and

all management and other rights.

      (Added to NRS by 2005, 422)

      NRS 87.4309  “Person” defined.  “Person”

means any natural person, corporation, business trust, estate, trust,

partnership, association, joint venture, government or governmental

subdivision, agency or instrumentality or any other legal or commercial entity.

      (Added to NRS by 2005, 422)

      NRS 87.431  “Property” defined.  “Property”

means all property, real, personal or mixed, tangible or intangible, or any

interest therein.

      (Added to NRS by 2005, 422)

      NRS 87.4311  “Registered limited-liability partnership” defined.  “Registered limited-liability partnership”

means a partnership formed pursuant to an agreement governed by NRS 87.4301 to 87.4357,

inclusive, and registered pursuant to and complying with NRS

87.440 to 87.560, inclusive.

      (Added to NRS by 2005, 422; A 2007, 2428)

      NRS 87.4312  “Statement” defined.  “Statement”

means:

      1.  A statement of partnership authority

under NRS 87.4327;

      2.  A statement of denial under NRS 87.4328;

      3.  A statement of dissociation under NRS 87.4349;

      4.  A statement of dissolution under NRS 87.4355; or

      5.  An amendment or cancellation of any of

the statements set forth in subsections 1 to 4, inclusive.

      (Added to NRS by 2005, 422)

      NRS 87.4313  “Transfer” defined.  “Transfer”

includes an assignment, conveyance, lease, mortgage, deed and encumbrance.

      (Added to NRS by 2005, 422)

      NRS 87.4314  Applicability.  The

provisions of NRS 87.4301 to 87.4357, inclusive, apply to a partnership:

      1.  Which voluntarily elects to be governed

by the provisions of NRS 87.4301 to 87.4357, inclusive; or

      2.  Which is formed on or after July 1,

2006, and which does not voluntarily elect to be governed by the provisions of NRS 87.010 to 87.430,

inclusive.

      (Added to NRS by 2005, 423; A 2007, 2428)

      NRS 87.4315  Knowledge and notice.

      1.  A person knows a fact if the person has

actual knowledge of it.

      2.  A person has notice of a fact if the

person:

      (a) Knows of it;

      (b) Has received a notification of it; or

      (c) Has reason to know it exists from all of the

facts known to the person at the time in question.

      3.  A person notifies or gives a

notification to another by taking steps reasonably required to inform the other

person in ordinary course, whether or not the other person learns of it.

      4.  A person receives a notification when

the notification:

      (a) Comes to the person’s attention; or

      (b) Is duly delivered at the person’s place of

business or at any other place held out by the person as a place for receiving

communications.

      5.  Except as otherwise provided in

subsection 6, a person other than a natural person knows, has notice, or

receives a notification of a fact for purposes of a particular transaction when

the natural person conducting the transaction knows, has notice, or receives a

notification of the fact, or in any event when the fact would have been brought

to the natural person’s attention if the person had exercised reasonable

diligence. The person exercises reasonable diligence if it maintains reasonable

routines for communicating significant information to the natural person

conducting the transaction and there is reasonable compliance with the

routines. Reasonable diligence does not require a natural person acting for the

person to communicate information unless the communication is part of the

natural person’s regular duties or the natural person has reason to know of the

transaction and that the transaction would be materially affected by the

information.

      6.  A partner’s knowledge, notice, or

receipt of a notification of a fact relating to the partnership is effective

immediately as knowledge by, notice to, or receipt of a notification by the

partnership, except in the case of a fraud on the partnership committed by or

with the consent of that partner.

      (Added to NRS by 2005, 422)

      NRS 87.4316  Effect of partnership agreement; nonwaivable provisions.

      1.  Except as otherwise provided in

subsection 2, relations among the partners and between the partners and the

partnership are governed by the partnership agreement. To the extent the

partnership agreement does not otherwise provide, NRS

87.4301 to 87.4357, inclusive, govern

relations among the partners and between the partners and the partnership.

      2.  The partnership agreement may not:

      (a) Vary the rights and duties under NRS 87.4318 except to eliminate the duty to provide

copies of statements to all of the partners;

      (b) Unreasonably restrict the right of access to

books and records under subsection 2 of NRS 87.4335;

      (c) Eliminate the duty of loyalty under

subsection 2 of NRS 87.4336 or paragraph (c) of

subsection 2 of NRS 87.4345, but:

             (1) The partnership agreement may identify

specific types or categories of activities that do not violate the duty of

loyalty, if not manifestly unreasonable; or

             (2) All of the partners or a number or

percentage specified in the partnership agreement may authorize or ratify,

after full disclosure of all material facts, a specific act or transaction that

otherwise would violate the duty of loyalty;

      (d) Unreasonably reduce the duty of care under

subsection 3 of NRS 87.4336 or paragraph (c) of

subsection 2 of NRS 87.4345;

      (e) Eliminate the obligation of good faith and

fair dealing under subsection 4 of NRS 87.4336,

but the partnership agreement may prescribe the standards by which the

performance of the obligation is to be measured, if the standards are not

manifestly unreasonable;

      (f) Vary the power to dissociate as a partner

under subsection 1 of NRS 87.4344, except to

require the notice under subsection 1 of NRS 87.4343

to be in writing;

      (g) Vary the right of a court to expel a partner

in the events specified in subsection 5 of NRS 87.4343;

      (h) Vary the requirement to wind up the

partnership business in cases specified in subsection 4, 5 or 6 of NRS 87.4351;

      (i) Vary the law applicable to a registered

limited-liability partnership pursuant to NRS 87.560;

or

      (j) Restrict rights of third parties pursuant to NRS 87.4301 to 87.4357,

inclusive.

      (Added to NRS by 2005, 423)

      NRS 87.4317  Supplemental principles of law.

      1.  Unless displaced by particular

provisions of NRS 87.4301 to 87.4357, inclusive, the principles of law and equity

supplement the provisions of NRS 87.4301 to 87.4357, inclusive.

      2.  If an obligation to pay interest arises

pursuant to NRS 87.4301 to 87.4357,

inclusive, and the rate is not specified, the rate is that specified in NRS 99.040.

      (Added to NRS by 2005, 424)

      NRS 87.4318  Execution, filing and recording of statements.

      1.  A statement may be filed in the Office

of the Secretary of State. A certified copy of a statement that is filed in an

office in another state may be filed in the Office of the Secretary of State.

Either filing has the effect provided in NRS 87.4301

to 87.4357, inclusive, with respect to partnership

property located in or transactions that occur in this State.

      2.  A certified copy of a statement that

has been filed in the Office of the Secretary of State and recorded in the

office of the applicable county recorder has the effect provided for recorded

statements in NRS 87.4301 to 87.4357, inclusive. A recorded statement that is not

a certified copy of a statement filed in the Office of the Secretary of State

does not have the effect provided for recorded statements in NRS 87.4301 to 87.4357,

inclusive.

      3.  A statement filed by a partnership must

be executed by at least two partners. Other statements must be executed by a

partner or other person authorized by NRS 87.4301

to 87.4357, inclusive. A natural person who

executes a statement as, or on behalf of, a partner or other person named as a

partner in a statement shall personally declare under penalty of perjury that

the contents of the statement are accurate.

      4.  A person authorized by NRS 87.4301 to 87.4357,

inclusive, to file a statement may amend or cancel the statement by filing an

amendment or cancellation that names the partnership, identifies the statement

and states the substance of the amendment or cancellation.

      5.  A person who files a statement pursuant

to this section shall promptly send a copy of the statement to every nonfiling

partner and to any other person named as a partner in the statement. Failure to

send a copy of a statement to a partner or other person does not limit the

effectiveness of the statement as to a person not a partner.

      (Added to NRS by 2005, 424)

      NRS 87.4319  Governing law.  Except

as otherwise provided in NRS 87.560, the law of the

jurisdiction in which a partnership has its chief executive office governs

relations among the partners and between the partners and the partnership.

      (Added to NRS by 2005, 425)

      NRS 87.432  Partnership subject to amendment to or repeal of NRS

87.4301 to 87.4357, inclusive.  A partnership governed by NRS 87.4301 to 87.4357,

inclusive, is subject to any amendment to or repeal of NRS

87.4301 to 87.4357, inclusive.

      (Added to NRS by 2005, 425)

Nature of Partnership

      NRS 87.4321  Partnership as entity.

      1.  A partnership is an entity distinct

from its partners.

      2.  A registered limited-liability

partnership continues to be the same entity that existed before the filing of a

certificate of registration pursuant to NRS 87.440.

      (Added to NRS by 2005, 425)

      NRS 87.4322  Formation of partnership.

      1.  Except as otherwise provided in

subsection 2, the association of two or more persons to carry on as co-owners

of a business for profit forms a partnership, whether or not the persons intend

to form a partnership.

      2.  An association formed under a statute

other than NRS 87.4301 to 87.4357,

inclusive, a predecessor statute or a comparable statute of another

jurisdiction is not a partnership under NRS 87.4301

to 87.4357, inclusive.

      3.  In determining whether a partnership is

formed, the following rules apply:

      (a) Joint tenancy, tenancy in common, tenancy by

the entireties, joint property, common property or part ownership does not by

itself establish a partnership, even if the co-owners share profits made by the

use of the property.

      (b) The sharing of gross returns does not by

itself establish a partnership, even if the persons sharing them have a joint

or common right or interest in property from which the returns are derived.

      (c) A person who receives a share of the profits

of a business is presumed to be a partner in the business, unless the profits

were received in payment:

             (1) Of a debt by installments or

otherwise;

             (2) For services as an independent

contractor or of wages or other compensation to an employee;

             (3) Of rent;

             (4) Of an annuity or other retirement or

health benefit to a beneficiary, representative or designee of a deceased or

retired partner;

             (5) Of interest or other charge on a loan,

even if the amount of payment varies with the profits of the business,

including a direct or indirect present or future ownership of the collateral,

or rights to income, proceeds or increase in value derived from the collateral;

or

             (6) For the sale of the goodwill of a

business or other property by installments or otherwise.

      (Added to NRS by 2005, 425)

      NRS 87.4323  Partnership property.  Property

acquired by a partnership is property of the partnership and not of the

partners individually.

      (Added to NRS by 2005, 425)

      NRS 87.4324  When property is partnership property.

      1.  Property is partnership property if

acquired in the name of:

      (a) The partnership; or

      (b) One or more partners with an indication in

the instrument transferring title to the property of the person’s capacity as a

partner or of the existence of a partnership but without an indication of the

name of the partnership.

      2.  Property is acquired in the name of the

partnership by a transfer to:

      (a) The partnership in its name; or

      (b) One or more partners in their capacity as

partners in the partnership, if the name of the partnership is indicated in the

instrument transferring title to the property.

      3.  Property is presumed to be partnership

property if purchased with partnership assets, even if not acquired in the name

of the partnership or of one or more partners with an indication in the

instrument transferring title to the property of the person’s capacity as a

partner or of the existence of a partnership.

      4.  Property acquired in the name of one or

more of the partners, without an indication in the instrument transferring

title to the property of the person’s capacity as a partner or of the existence

of a partnership and without use of partnership assets, is presumed to be

separate property, even if used for partnership purposes.

      (Added to NRS by 2005, 425)

Relations of Partners to Persons Dealing With Partnership

      NRS 87.4325  Partner agent of partnership.  Subject

to the effect of a statement of partnership authority under NRS 87.4327:

      1.  Each partner is an agent of the

partnership for the purpose of its business. An act of a partner, including the

execution of an instrument in the partnership name, for apparently carrying on

in the ordinary course the partnership business or business of the kind carried

on by the partnership binds the partnership, unless the partner had no

authority to act for the partnership in the particular matter and the person

with whom the partner was dealing knew or had received a notification that the

partner lacked authority.

      2.  An act of a partner which is not

apparently for carrying on in the ordinary course the partnership business or

business of the kind carried on by the partnership binds the partnership only

if the act was authorized by the other partners.

      (Added to NRS by 2005, 426)

      NRS 87.4326  Transfer of partnership property.

      1.  Partnership property may be transferred

as follows:

      (a) Subject to the effect of a statement of

partnership authority under NRS 87.4327,

partnership property held in the name of the partnership may be transferred by

an instrument of transfer executed by a partner in the partnership name.

      (b) Partnership property held in the name of one

or more partners with an indication in the instrument transferring the property

to them of their capacity as partners or of the existence of a partnership, but

without an indication of the name of the partnership, may be transferred by an

instrument of transfer executed by the persons in whose name the property is

held.

      (c) Partnership property held in the name of one

or more persons other than the partnership, without an indication in the

instrument transferring the property to them of their capacity as partners or

of the existence of a partnership, may be transferred by an instrument of

transfer executed by the persons in whose name the property is held.

      2.  A partnership may recover partnership

property from a transferee only if it proves that execution of the instrument

of initial transfer did not bind the partnership under NRS

87.4325 and:

      (a) As to a subsequent transferee who gave value

for property transferred under paragraph (a) or (b) of subsection 1, proves

that the subsequent transferee knew or had received a notification that the

person who executed the instrument of initial transfer lacked authority to bind

the partnership; or

      (b) As to a transferee who gave value for

property transferred under paragraph (c) of subsection 1, proves that the

transferee knew or had received a notification that the property was

partnership property and that the person who executed the instrument of initial

transfer lacked authority to bind the partnership.

      3.  A partnership may not recover

partnership property from a subsequent transferee if the partnership would not

have been entitled to recover the property, under subsection 2, from any

earlier transferee of the property.

      4.  If a person holds all of the partners’

interests in the partnership, all of the partnership property vests in that

person. The person may execute a document in the name of the partnership to

evidence vesting of the property in that person and may file or record the

document.

      (Added to NRS by 2005, 426)

      NRS 87.4327  Statement of partnership authority.

      1.  A partnership may file a statement of

partnership authority, which:

      (a) Must include:

             (1) The name of the partnership;

             (2) The street address of its chief

executive office and of one office in this State, if there is one;

             (3) The names and mailing addresses of all

of the partners or of an agent appointed and maintained by the partnership for

the purpose of subsection 2; and

             (4) The names of the partners authorized

to execute an instrument transferring real property held in the name of the

partnership; and

      (b) May state the authority, or limitations on

the authority, of some or all of the partners to enter into other transactions

on behalf of the partnership and any other matter.

      2.  If a statement of partnership authority

names an agent, the agent shall maintain a list of the names and mailing

addresses of all of the partners and make it available to any person on request

for good cause shown.

      3.  If a filed statement of partnership

authority is executed pursuant to subsection 3 of NRS

87.4318 and states the name of the partnership but does not contain all of

the other information required by subsection 1, the statement nevertheless

operates with respect to a person not a partner as provided in subsections 4

and 5.

      4.  Except as otherwise provided in

subsection 7, a filed statement of partnership authority supplements the

authority of a partner to enter into transactions on behalf of the partnership

as follows:

      (a) Except for transfers of real property, a

grant of authority contained in a filed statement of partnership authority is

conclusive in favor of a person who gives value without knowledge to the

contrary, so long as and to the extent that a limitation on that authority is

not then contained in another filed statement. A filed cancellation of a

limitation on authority revives the previous grant of authority.

      (b) A grant of authority to transfer real

property held in the name of the partnership contained in a certified copy of a

filed statement of partnership authority recorded in the office for recording

transfers of that real property is conclusive in favor of a person who gives

value without knowledge to the contrary, so long as and to the extent that a

certified copy of a filed statement containing a limitation on that authority

is not then of record in the office for recording transfers of that real

property. The recording in the office for recording transfers of that real

property of a certified copy of a filed cancellation of a limitation on

authority revives the previous grant of authority.

      5.  A person not a partner is deemed to

know of a limitation on the authority of a partner to transfer real property

held in the name of the partnership if a certified copy of the filed statement

containing the limitation on authority is of record in the office for recording

transfers of that real property.

      6.  Except as otherwise provided in

subsections 4 and 5 and NRS 87.4349 and 87.4355, a person not a partner is not deemed to know

of a limitation on the authority of a partner merely because the limitation is

contained in a filed statement.

      7.  Unless earlier cancelled, a filed

statement of partnership authority is cancelled by operation of law 5 years

after the date on which the statement, or the most recent amendment, was filed

with the Secretary of State.

      (Added to NRS by 2005, 427)

      NRS 87.4328  Statement of denial.  A

partner or other person named as a partner in a filed statement of partnership

authority or in a list maintained by an agent pursuant to subsection 2 of NRS 87.4327 may file a statement of denial stating

the name of the partnership and the fact that is being denied, which may

include denial of a person’s authority or status as a partner. A statement of

denial is a limitation on authority as provided in subsections 4 and 5 of NRS 87.4327.

      (Added to NRS by 2005, 428)

      NRS 87.4329  Partnership liable for actionable conduct of partner.

      1.  A partnership is liable for loss or

injury caused to a person, or for a penalty incurred, as a result of a wrongful

act or omission, or other actionable conduct, of a partner acting in the

ordinary course of business of the partnership or with authority of the

partnership.

      2.  If, in the course of the partnership’s

business or while acting with authority of the partnership, a partner receives

or causes the partnership to receive money or property of a person not a

partner, and the money or property is misapplied by a partner, the partnership

is liable for the loss.

      (Added to NRS by 2005, 428)

      NRS 87.433  Liability of partners.

      1.  Except as otherwise provided in

subsections 2 and 3, all partners are liable jointly and severally for all

obligations of the partnership unless otherwise agreed by the claimant or

provided by law.

      2.  A person admitted as a partner into an

existing partnership is not personally liable for any partnership obligation

incurred before the person’s admission as a partner.

      3.  An obligation of a partnership incurred

while the partnership is a registered limited-liability partnership, whether

arising in contract, tort or otherwise, is solely the obligation of the

partnership. A partner is not personally liable, directly or indirectly, by way

of contribution or otherwise, for such an obligation solely by reason of being or

so acting as a partner. This subsection applies notwithstanding anything

inconsistent in the partnership agreement that existed immediately before the

filing of a certificate of registration pursuant to NRS

87.440.

      (Added to NRS by 2005, 428)

      NRS 87.4331  Actions by and against partnership and partners.

      1.  A partnership may sue and be sued in

the name of the partnership.

      2.  An action may be brought against the

partnership and, to the extent not inconsistent with NRS

87.433, any or all of the partners in the same action or in separate

actions.

      3.  A judgment against a partnership is not

by itself a judgment against a partner. A judgment against a partnership may

not be satisfied from a partner’s assets unless there is also a judgment against

the partner.

      4.  A judgment creditor of a partner may

not levy execution against the assets of the partner to satisfy a judgment

based on a claim against the partnership unless the partner is personally

liable for the claim under NRS 87.433 and:

      (a) A judgment based on the same claim has been

obtained against the partnership and a writ of execution on the judgment has

been returned unsatisfied in whole or in part;

      (b) The partnership is a debtor in bankruptcy;

      (c) The partner has agreed that the creditor need

not exhaust partnership assets;

      (d) A court grants permission to the judgment

creditor to levy execution against the assets of a partner based on a finding

that partnership assets subject to execution are clearly insufficient to

satisfy the judgment, that exhaustion of partnership assets is excessively

burdensome or that the grant of permission is an appropriate exercise of the

court’s equitable powers; or

      (e) Liability is imposed on the partner by law or

contract independent of the existence of the partnership.

      5.  This section applies to any partnership

liability or obligation resulting from a representation by a partner or

purported partner under NRS 87.4332.

      (Added to NRS by 2005, 428)

      NRS 87.4332  Liability of purported partner.

      1.  If a person, by words or conduct,

purports to be a partner, or consents to being represented by another as a

partner, in a partnership or with one or more persons not partners, the

purported partner is liable to a person to whom the representation is made, if

that person, relying on the representation, enters into a transaction with the

actual or purported partnership. If the representation, either by the purported

partner or by a person with the purported partner’s consent, is made in a

public manner, the purported partner is liable to a person who relies upon the

purported partnership even if the purported partner is not aware of being held

out as a partner to the claimant. If partnership liability results, the

purported partner is liable with respect to that liability as if the purported

partner were a partner. If no partnership liability results, the purported

partner is liable with respect to that liability jointly and severally with any

other person consenting to the representation.

      2.  If a person is thus represented to be a

partner in an existing partnership, or with one or more persons not partners,

the purported partner is an agent of persons consenting to the representation

to bind them to the same extent and in the same manner as if the purported

partner were a partner, with respect to persons who enter into transactions in

reliance upon the representation. If all of the partners of the existing

partnership consent to the representation, a partnership act or obligation

results. If fewer than all of the partners of the existing partnership consent

to the representation, the person acting and the partners consenting to the

representation are jointly and severally liable.

      3.  A person is not liable as a partner

merely because the person is named by another in a statement of partnership

authority.

      4.  A person does not continue to be liable

as a partner merely because of a failure to file a statement of dissociation or

to amend a statement of partnership authority to indicate the partner’s dissociation

from the partnership.

      5.  Except as otherwise provided in

subsections 1 and 2, persons who are not partners as to each other are not

liable as partners to other persons.

      (Added to NRS by 2005, 429)

Relations of Partners to Each Other and to Partnership

      NRS 87.4333  Rights and duties of partner.

      1.  Each partner is deemed to have an

account that is:

      (a) Credited with an amount equal to the money

plus the value of any other property, net of the amount of any liabilities, the

partner contributes to the partnership and the partner’s share of the

partnership profits; and

      (b) Charged with an amount equal to the money

plus the value of any other property, net of the amount of any liabilities,

distributed by the partnership to the partner and the partner’s share of the

partnership losses.

      2.  Each partner is entitled to an equal

share of the partnership profits and is chargeable with a share of the

partnership losses in proportion to the partner’s share of the profits.

      3.  A partnership shall reimburse a partner

for payments made and indemnify a partner for liabilities incurred by the

partner in the ordinary course of the business of the partnership or for the

preservation of its business or property.

      4.  A partnership shall reimburse a partner

for an advance to the partnership beyond the amount of capital the partner

agreed to contribute.

      5.  A payment or advance made by a partner

which gives rise to a partnership obligation under subsection 3 or 4

constitutes a loan to the partnership which accrues interest from the date of

the payment or advance.

      6.  Each partner has equal rights in the

management and conduct of the partnership business.

      7.  A partner may use or possess

partnership property only on behalf of the partnership.

      8.  A partner is not entitled to

remuneration for services performed for the partnership, except for reasonable

compensation for services rendered in winding up the business of the

partnership.

      9.  A person may become a partner only with

the consent of all of the partners.

      10.  A difference arising as to a matter in

the ordinary course of business of a partnership may be decided by a majority

of the partners. An act outside the ordinary course of business of a

partnership and an amendment to the partnership agreement may be undertaken

only with the consent of all of the partners.

      11.  This section does not affect the

obligations of a partnership to other persons under NRS

87.4325.

      (Added to NRS by 2005, 430)

      NRS 87.4334  Distributions in kind.  A

partner has no right to receive, and may not be required to accept, a

distribution in kind.

      (Added to NRS by 2005, 430)

      NRS 87.4335  Rights and duties of partner with respect to information.

      1.  A partnership shall keep its books and

records, if any, at its chief executive office.

      2.  A partnership shall provide partners

and their agents and attorneys access to its books and records. It shall

provide former partners and their agents and attorneys access to books and

records pertaining to the period during which they were partners. The right of

access provides the opportunity to inspect and copy books and records during

ordinary business hours. A partnership may impose a reasonable charge, covering

the costs of labor and material, for copies of documents furnished.

      3.  Each partner and the partnership shall

furnish to a partner, and to the legal representative of a deceased partner or

partner under legal disability:

      (a) Without demand, any information concerning

the partnership’s business and affairs reasonably required for the proper

exercise of the partner’s rights and duties under the partnership agreement or NRS 87.4301 to 87.4357,

inclusive; and

      (b) On demand, any other information concerning

the partnership’s business and affairs, except to the extent the demand or the

information demanded is unreasonable or otherwise improper under the

circumstances.

      (Added to NRS by 2005, 430)

      NRS 87.4336  Conduct of partner: General standards.

      1.  The only fiduciary duties a partner

owes to the partnership and the other partners are the duty of loyalty and the

duty of care set forth in subsections 2 and 3.

      2.  A partner’s duty of loyalty to the

partnership and the other partners is limited to the following:

      (a) To account to the partnership and hold as

trustee for it any property, profit or benefit derived by the partner in the

conduct and winding up of the partnership business or derived from a use by the

partner of partnership property, including the appropriation of a partnership

opportunity;

      (b) To refrain from dealing with the partnership

in the conduct or winding up of the partnership business as or on behalf of a

party having an interest adverse to the partnership; and

      (c) To refrain from competing with the

partnership in the conduct of the partnership business before the dissolution

of the partnership.

      3.  A partner’s duty of care to the

partnership and the other partners in the conduct and winding up of the

partnership business is limited to refraining from engaging in grossly

negligent or reckless conduct, intentional misconduct or a knowing violation of

law.

      4.  A partner shall discharge the duties to

the partnership and the other partners under NRS

87.4301 to 87.4357, inclusive, or under the

partnership agreement and exercise any rights consistently with the obligation

of good faith and fair dealing.

      5.  A partner does not violate a duty or

obligation under NRS 87.4301 to 87.4357, inclusive, or under the partnership

agreement merely because the partner’s conduct furthers the partner’s own

interest.

      6.  A partner may lend money to and

transact other business with the partnership, and as to each loan or

transaction the rights and obligations of the partner are the same as those of

a person who is not a partner, subject to other applicable law.

      7.  This section applies to a person

winding up the partnership business as the personal or legal representative of

the last surviving partner as if the person were a partner.

      (Added to NRS by 2005, 431)

      NRS 87.4337  Actions by partnership and partners.

      1.  A partnership may maintain an action

against a partner for a breach of the partnership agreement, or for the

violation of a duty to the partnership, causing harm to the partnership.

      2.  A partner may maintain an action

against the partnership or another partner for legal or equitable relief, with

or without an accounting as to partnership business, to:

      (a) Enforce the partner’s rights under the

partnership agreement;

      (b) Enforce the partner’s rights under NRS 87.4301 to 87.4357,

inclusive, including:

             (1) The partner’s rights under NRS 87.4333, 87.4335 or 87.4336;

             (2) The partner’s right on dissociation to

have the partner’s interest in the partnership purchased pursuant to NRS 87.4346 or enforce any other right under NRS 87.4343 to 87.435,

inclusive; or

             (3) The partner’s right to compel a

dissolution and winding up of the partnership business under NRS 87.4351 or enforce any other right under NRS 87.4351 to 87.4357,

inclusive; or

      (c) Enforce the rights and otherwise protect the

interests of the partner, including rights and interests arising independently

of the partnership relationship.

      3.  The accrual of, and any time limitation

on, a right of action for a remedy under this section is governed by other law.

A right to an accounting upon a dissolution and winding up does not revive a

claim barred by law.

      (Added to NRS by 2005, 431)

      NRS 87.4338  Continuation of partnership beyond definite term or particular

undertaking.

      1.  If a partnership for a definite term or

particular undertaking is continued, without an express agreement, after the

expiration of the term or completion of the undertaking, the rights and duties

of the partners remain the same as they were at the expiration or completion,

so far as is consistent with a partnership at will.

      2.  If the partners, or those of them who

habitually acted in the business during the term or undertaking, continue the

business without any settlement or liquidation of the partnership, they are

presumed to have agreed that the partnership will continue.

      (Added to NRS by 2005, 432)

Transferees and Creditors of Partner

      NRS 87.4339  Partner not co-owner of partnership property.  A partner is not a co-owner of partnership

property and has no interest in partnership property which can be transferred,

either voluntarily or involuntarily.

      (Added to NRS by 2005, 432)

      NRS 87.434  Transferable interest of partner in partnership.  The only transferable interest of a partner in

the partnership is the partner’s share of the profits and losses of the partnership

and the partner’s right to receive distributions. The interest is personal

property.

      (Added to NRS by 2005, 432)

      NRS 87.4341  Transfer of transferable interest of partner.

      1.  A transfer, in whole or in part, of a

partner’s transferable interest in the partnership:

      (a) Is permissible;

      (b) Does not by itself cause the partner’s

dissociation or a dissolution and winding up of the partnership business; and

      (c) Does not, as against the other partners or

the partnership, entitle the transferee, during the continuance of the

partnership, to participate in the management or conduct of the partnership

business, to require access to information concerning partnership transactions

or to inspect or copy the partnership books or records.

      2.  A transferee of a partner’s

transferable interest in the partnership has a right:

      (a) To receive, in accordance with the transfer,

distributions to which the transferor would otherwise be entitled;

      (b) To receive upon the dissolution and winding

up of the partnership business, in accordance with the transfer, the net amount

otherwise distributable to the transferor; and

      (c) To seek under subsection 6 of NRS 87.4351 a judicial determination that it is

equitable to wind up the partnership business.

      3.  In a dissolution and winding up, a

transferee is entitled to an account of partnership transactions only from the

date of the latest account agreed to by all of the partners.

      4.  Upon transfer, the transferor retains

the rights and duties of a partner other than the interest in distributions

transferred.

      5.  A partnership need not give effect to a

transferee’s rights under this section until it has notice of the transfer.

      6.  A transfer of a partner’s transferable

interest in the partnership in violation of a restriction on transfer contained

in the partnership agreement is ineffective as to a person having notice of the

restriction at the time of transfer.

      (Added to NRS by 2005, 432)

      NRS 87.4342  Transferable interest of partner subject to charging order.

      1.  On application by a judgment creditor

of a partner or of a partner’s transferee, a court having jurisdiction may

charge the transferable interest of the judgment debtor to satisfy the

judgment. The court may appoint a receiver of the share of the distributions

due or to become due to the judgment debtor in respect of the partnership and

make all other orders, directions, accounts and inquiries the judgment debtor

might have made or which the circumstances of the case may require.

      2.  A charging order constitutes a lien on

the judgment debtor’s transferable interest in the partnership. The court may

order a foreclosure of the interest subject to the charging order at any time.

The purchaser at the foreclosure sale has the rights of a transferee.

      3.  At any time before foreclosure, an

interest charged may be redeemed:

      (a) By the judgment debtor;

      (b) With property other than partnership

property, by one or more of the other partners; or

      (c) With partnership property, by one or more of

the other partners with the consent of all of the partners whose interests are

not so charged.

      4.  NRS 87.4301

to 87.4357, inclusive, does not deprive a partner

of a right under exemption laws with respect to the partner’s interest in the

partnership.

      5.  This section provides the exclusive

remedy by which a judgment creditor of a partner or partner’s transferee may

satisfy a judgment out of the judgment debtor’s transferable interest in the

partnership.

      (Added to NRS by 2005, 433)

Dissociation of Partner

      NRS 87.4343  Events causing dissociation.  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 90 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 NRS

87.4336; 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 90 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

90 days after the expiration of a stay to have the appointment vacated;

      7.  In the case of a partner who is a

natural person:

      (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 a

natural person, partnership, corporation, trust or estate.

      (Added to NRS by 2005, 433)

      NRS 87.4344  Power of partner to dissociate; wrongful dissociation.

      1.  A partner has the power to dissociate

at any time, rightfully or wrongfully, by express will pursuant to subsection 1

of NRS 87.4343.

      2.  A partner’s dissociation is wrongful

only if:

      (a) It is in breach of an express provision of

the partnership agreement; or

      (b) In the case of a partnership for a definite

term or particular undertaking, before the expiration of the term or the

completion of the undertaking:

             (1) The partner withdraws by express will,

unless the withdrawal follows within 90 days after another partner’s

dissociation by death or otherwise under subsections 6 to 10, inclusive, of NRS 87.4343 or wrongful dissociation under this

subsection;

             (2) The partner is expelled by judicial

determination under subsection 5 of NRS 87.4343;

             (3) The partner is dissociated by becoming

a debtor in bankruptcy; or

             (4) In the case of a partner who is not a

natural person, a trust other than a business trust or an estate, the partner

is expelled or otherwise dissociated because it willfully dissolved or

terminated.

      3.  A partner who wrongfully dissociates is

liable to the partnership and to the other partners for damages caused by the

dissociation. The liability is in addition to any other obligation of the

partner to the partnership or to the other partners.

      (Added to NRS by 2005, 434)

      NRS 87.4345  Effect of dissociation.

      1.  If a partner’s dissociation results in

a dissolution and winding up of the partnership business, the provisions of NRS 87.4351 to 87.4357,

inclusive, apply. If a partner’s dissociation does not result in a dissolution

and winding up of the partnership business, the provisions of NRS 87.4346 to 87.435,

inclusive, apply.

      2.  Upon a partner’s dissociation:

      (a) The partner’s right to participate in the

management and conduct of the partnership business terminates, except as

otherwise provided in NRS 87.4353;

      (b) The partner’s duty of loyalty under paragraph

(c) of subsection 2 of NRS 87.4336 terminates; and

      (c) The partner’s duty of loyalty under

paragraphs (a) and (b) of subsection 2 of NRS 87.4336

and duty of care under subsection 3 of NRS 87.4336

continue only with regard to matters arising and events occurring before the

partner’s dissociation, unless the partner participates in winding up the

partnership’s business pursuant to NRS 87.4353.

      (Added to NRS by 2005, 435)

Dissociation of Partner When Business Not Wound Up

      NRS 87.4346  Purchase of dissociated partner’s interest.

      1.  If a partner is dissociated from a

partnership without resulting in a dissolution and winding up of the

partnership business under NRS 87.4351, the

partnership shall cause the dissociated partner’s interest in the partnership

to be purchased for a buyout price determined pursuant to subsection 2.

      2.  The buyout price of a dissociated

partner’s interest is the amount that would have been distributable to the

dissociating partner under subsection 2 of NRS 87.4357

if, on the date of dissociation, the assets of the partnership were sold at a

price equal to the greater of the liquidation value or the value based on a

sale of the entire business as a going concern without the dissociated partner

and the partnership were wound up as of that date. Interest must be paid from

the date of dissociation to the date of payment.

      3.  Damages for wrongful dissociation under

subsection 2 of NRS 87.4344, and all other amounts

owing, whether or not presently due, from the dissociated partner to the

partnership, must be offset against the buyout price. Interest must be paid

from the date the amount owed becomes due to the date of payment.

      4.  A partnership shall indemnify a

dissociated partner whose interest is being purchased against all partnership

liabilities, whether incurred before or after the dissociation, except

liabilities incurred by an act of the dissociated partner under NRS 87.4347.

      5.  If no agreement for the purchase of a

dissociated partner’s interest is reached within 120 days after a written

demand for payment, the partnership shall pay, or cause to be paid, in cash to

the dissociated partner the amount the partnership estimates to be the buyout

price and accrued interest, reduced by any offsets and accrued interest under

subsection 3.

      6.  If a deferred payment is authorized

under subsection 8, the partnership may tender a written offer to pay the

amount it estimates to be the buyout price and accrued interest, reduced by any

offsets under subsection 3, stating the time of payment, the amount and type of

security for payment and the other terms and conditions of the obligation.

      7.  The payment or tender required by

subsection 5 or 6 must be accompanied by the following:

      (a) A statement of partnership assets and

liabilities as of the date of dissociation;

      (b) The latest available partnership balance

sheet and income statement, if any;

      (c) An explanation of how the estimated amount of

the payment was calculated; and

      (d) Written notice that the payment is in full

satisfaction of the obligation to purchase unless, within 120 days after the

written notice, the dissociated partner commences an action to determine the

buyout price, any offsets under subsection 3 or other terms of the obligation

to purchase.

      8.  A partner who wrongfully dissociates

before the expiration of a definite term or the completion of a particular

undertaking is not entitled to payment of any portion of the buyout price until

the expiration of the term or completion of the undertaking, unless the partner

establishes to the satisfaction of the court that earlier payment will not cause

undue hardship to the business of the partnership. A deferred payment must be

adequately secured and bear interest.

      9.  A dissociated partner may maintain an

action against the partnership, pursuant to subparagraph (2) of paragraph (b)

of subsection 2 of NRS 87.4337, to determine the

buyout price of that partner’s interest, any offsets under subsection 3 or

other terms of the obligation to purchase. The action must be commenced within 120

days after the partnership has tendered payment or an offer to pay or within 1

year after written demand for payment if no payment or offer to pay is

tendered. The court shall determine the buyout price of the dissociated

partner’s interest, any offset due under subsection 3 and accrued interest, and

enter judgment for any additional payment or refund. If deferred payment is

authorized under subsection 8, the court shall also determine the security for

payment and other terms of the obligation to purchase. The court may assess

reasonable attorney’s fees and the fees and expenses of appraisers or other

experts for a party to the action, in amounts the court finds equitable,

against a party that the court finds acted arbitrarily, vexatiously or not in

good faith. The finding may be based on the partnership’s failure to tender

payment or an offer to pay or to comply with subsection 7.

      (Added to NRS by 2005, 435)

      NRS 87.4347  Power of dissociated partner to bind; liability to partnership.

      1.  For 2 years after a partner dissociates

without resulting in a dissolution and winding up of the partnership business,

the partnership is bound by an act of the dissociated partner which would have

bound the partnership under NRS 87.4325 before

dissociation only if at the time of entering into the transaction the other party:

      (a) Reasonably believed that the dissociated

partner was then a partner;

      (b) Did not have notice of the partner’s

dissociation; and

      (c) Is not deemed to have had knowledge under

subsection 5 of NRS 87.4327 or notice under

subsection 3 of NRS 87.4349.

      2.  A dissociated partner is liable to the

partnership for any damage caused to the partnership arising from an obligation

incurred by the dissociated partner after dissociation for which the

partnership is liable under subsection 1.

      (Added to NRS by 2005, 436)

      NRS 87.4348  Liability of dissociated partner to other persons.

      1.  A partner’s dissociation does not of

itself discharge the partner’s liability for a partnership obligation incurred

before dissociation. A dissociated partner is not liable for a partnership

obligation incurred after dissociation, except as otherwise provided in

subsection 2.

      2.  A partner who dissociates without

resulting in a dissolution and winding up of the partnership business is liable

as a partner to the other party in a transaction entered into by the

partnership, within 2 years after the partner’s dissociation, only if the

partner is liable for the obligation under NRS 87.433

and at the time of entering into the transaction the other party:

      (a) Reasonably believed that the dissociated

partner was then a partner;

      (b) Did not have notice of the partner’s

dissociation; and

      (c) Is not deemed to have had knowledge under

subsection 5 of NRS 87.4327 or notice under

subsection 3 of NRS 87.4349.

      3.  By agreement with the partnership

creditor and the partners continuing the business, a dissociated partner may be

released from liability for a partnership obligation.

      4.  A dissociated partner is released from

liability for a partnership obligation if a partnership creditor, with notice

of the partner’s dissociation but without the partner’s consent, agrees to a

material alteration in the nature or time of payment of a partnership

obligation.

      (Added to NRS by 2005, 437)

      NRS 87.4349  Statement of dissociation.

      1.  A dissociated partner or the

partnership may file a statement of dissociation stating the name of the

partnership and that the partner is dissociated from the partnership.

      2.  A statement of dissociation is a

limitation on the authority of a dissociated partner for the purposes of

subsections 4 and 5 of NRS 87.4327.

      3.  For the purposes of paragraph (c) of subsection

1 of NRS 87.4347 and paragraph (c) of subsection 2

of NRS 87.4348, a person not a partner is deemed

to have notice of the dissociation 90 days after the statement of dissociation

is filed.

      (Added to NRS by 2005, 437)

      NRS 87.435  Continued use of partnership name.  Continued

use of a partnership name, or a dissociated partner’s name as part thereof, by

partners continuing the business does not of itself make the dissociated

partner liable for an obligation of the partners or the partnership continuing

the business.

      (Added to NRS by 2005, 437)

Winding Up Partnership Business

      NRS 87.4351  Events causing dissolution and winding up of partnership

business.  A partnership is

dissolved, and its business must be wound up, only upon the occurrence of any

of the following events:

      1.  In a partnership at will, the

partnership’s having notice from a partner, other than a partner who is

dissociated under subsections 2 to 10, inclusive, of NRS

87.4343, of that partner’s express will to withdraw as a partner, or on a

later date specified by the partner;

      2.  In a partnership for a definite term or

particular undertaking:

      (a) Within 90 days after a partner’s dissociation

by death or otherwise under subsections 6 to 10, inclusive, of NRS 87.4343 or wrongful dissociation under subsection

2 of NRS 87.4344, the express will of at least

half of the remaining partners to wind up the partnership business, for which

purpose a partner’s rightful dissociation pursuant to subparagraph (1) of

paragraph (b) of subsection 2 of NRS 87.4344

constitutes the expression of that partner’s will to wind up the partnership

business;

      (b) The express will of all of the partners to

wind up the partnership business; or

      (c) The expiration of the term or the completion

of the undertaking;

      3.  An event agreed to in the partnership

agreement resulting in the winding up of the partnership business;

      4.  An event that makes it unlawful for all

or substantially all of the business of the partnership to be continued, but a

cure of illegality within 90 days after notice to the partnership of the event

is effective retroactively to the date of the event for purposes of this

section;

      5.  On application by a partner, a judicial

determination that:

      (a) The economic purpose of the partnership is

likely to be unreasonably frustrated;

      (b) Another partner has engaged in conduct

relating to the partnership business which makes it not reasonably practicable

to carry on the business in partnership with that partner; or

      (c) It is not otherwise reasonably practicable to

carry on the partnership business in conformity with the partnership agreement;

or

      6.  On application by a transferee of a

partner’s transferable interest, a judicial determination that it is equitable

to wind up the partnership business:

      (a) After the expiration of the term or

completion of the undertaking, if the partnership was for a definite term or

particular undertaking at the time of the transfer or entry of the charging

order that gave rise to the transfer; or

      (b) At any time, if the partnership was a

partnership at will at the time of the transfer or entry of the charging order

that gave rise to the transfer.

      (Added to NRS by 2005, 437)

      NRS 87.4352  Partnership continues after dissolution.

      1.  Subject to subsection 2, a partnership

continues after dissolution only for the purpose of winding up its business.

The partnership is terminated when the winding up of its business is completed.

      2.  At any time after the dissolution of a

partnership and before the winding up of its business is completed, all of the

partners, including any dissociating partner other than a wrongfully

dissociating partner, may waive the right to have the partnership’s business

wound up and the partnership terminated. In that event:

      (a) The partnership resumes carrying on its

business as if dissolution had never occurred, and any liability incurred by

the partnership or a partner after the dissolution and before the waiver is

determined as if dissolution had never occurred; and

      (b) The rights of a third party accruing under

subsection 1 of NRS 87.4354 or arising out of

conduct in reliance on the dissolution before the third party knew or received

a notification of the waiver may not be adversely affected.

      (Added to NRS by 2005, 438)

      NRS 87.4353  Right to wind up partnership business.

      1.  After dissolution, a partner who has

not wrongfully dissociated may participate in winding up the partnership’s

business, but on application of any partner, any partner’s legal representative

or any transferee, the district court, for good cause shown, may order judicial

supervision of the winding up.

      2.  The legal representative of the last

surviving partner may wind up a partnership’s business.

      3.  A person winding up a partnership’s

business may preserve the partnership business or property as a going concern

for a reasonable time, prosecute and defend actions and proceedings, whether

civil, criminal or administrative, settle and close the partnership’s business,

dispose of and transfer the partnership’s property, discharge the partnership’s

liabilities, distribute the assets of the partnership pursuant to NRS 87.4357, settle disputes by mediation or

arbitration, and perform other necessary acts.

      (Added to NRS by 2005, 439)

      NRS 87.4354  Power of partner to bind partnership after dissolution.  Subject to NRS

87.4355, a partnership is bound by a partner’s act after dissolution that:

      1.  Is appropriate for winding up the

partnership business; or

      2.  Would have bound the partnership under NRS 87.4325 before dissolution, if the other party to

the transaction did not have notice of the dissolution.

      (Added to NRS by 2005, 439)

      NRS 87.4355  Statement of dissolution.

      1.  After dissolution, a partner who has

not wrongfully dissociated may file a statement of dissolution stating the name

of the partnership and that the partnership has dissolved and is winding up its

business.

      2.  A statement of dissolution cancels a

filed statement of partnership authority for the purposes of subsection 4 of NRS 87.4327 and is a limitation on authority for the

purposes of subsection 5 of NRS 87.4327.

      3.  For the purposes of NRS 87.4325 and 87.4354,

a person not a partner is deemed to have notice of the dissolution and the

limitation on the partners’ authority as a result of the statement of

dissolution 90 days after it is filed.

      4.  After filing and, if appropriate,

recording a statement of dissolution, a dissolved partnership may file and, if

appropriate, record a statement of partnership authority which will operate

with respect to a person not a partner as provided in subsections 4 and 5 of NRS 87.4327 in any transaction, whether or not the

transaction is appropriate for winding up the partnership business.

      (Added to NRS by 2005, 439)

      NRS 87.4356  Liability of partner to other partners after dissolution.

      1.  Except as otherwise provided in

subsection 2 and NRS 87.433, after dissolution a

partner is liable to the other partners for the partner’s share of any

partnership liability incurred under NRS 87.4354.

      2.  A partner who, with knowledge of the

dissolution, incurs a partnership liability under subsection 2 of NRS 87.4354 by an act that is not appropriate for

winding up the partnership business is liable to the partnership for any damage

caused to the partnership arising from the liability.

      (Added to NRS by 2005, 439)

      NRS 87.4357  Settlement of accounts and contributions among partners.

      1.  In winding up a partnership’s business,

the assets of the partnership, including the contributions of the partners

required by this section, must be applied to discharge its obligations to

creditors, including, to the extent permitted by law, partners who are

creditors. Any surplus must be applied to pay in cash the net amount

distributable to partners in accordance with their right to distributions under

subsection 2.

      2.  Each partner is entitled to a

settlement of all partnership accounts upon winding up the partnership

business. In settling accounts among the partners, profits and losses that

result from the liquidation of the partnership assets must be credited and

charged to the partners’ accounts. The partnership shall make a distribution to

a partner in an amount equal to any excess of the credits over the charges in

the partner’s account. A partner shall contribute to the partnership an amount

equal to any excess of the charges over the credits in the partner’s account

but excluding from the calculation charges attributable to an obligation for

which the partner is not personally liable under NRS

87.433.

      3.  If a partner fails to contribute the

full amount required under subsection 2, all of the other partners shall

contribute, in the proportions in which those partners share partnership

losses, the additional amount necessary to satisfy the partnership obligations

for which they are personally liable under NRS 87.433.

A partner or partner’s legal representative may recover from the other partners

any contributions the partner makes to the extent the amount contributed

exceeds that partner’s share of the partnership obligations for which the

partner is personally liable under NRS 87.433.

      4.  After the settlement of accounts, each

partner shall contribute, in the proportion in which the partner shares

partnership losses, the amount necessary to satisfy partnership obligations

that were not known at the time of the settlement and for which the partner is

personally liable under NRS 87.433.

      5.  The estate of a deceased partner is

liable for the partner’s obligation to contribute to the partnership.

      6.  An assignee for the benefit of

creditors of a partnership or a partner, or a person appointed by a court to

represent creditors of a partnership or a partner, may enforce a partner’s

obligation to contribute to the partnership.

      (Added to NRS by 2005, 439)

REGISTERED LIMITED-LIABILITY PARTNERSHIPS

      NRS 87.440  Filing requirements; prohibition against registration for

certain illegal purposes; required and optional provisions of certificate of

registration.

      1.  To become a registered

limited-liability partnership, a partnership shall file with the Secretary of

State a certificate of registration stating each of the following:

      (a) The name of the partnership.

      (b) The street address of its principal office.

      (c) The information required pursuant to NRS 77.310.

      (d) The name and business address of each

managing partner.

      (e) That the partnership thereafter will be a

registered limited-liability partnership.

      (f) Any other information that the partnership

wishes to include.

      2.  The certificate of registration must be

signed by a majority in interest of the partners or by one or more partners

authorized to sign such a certificate.

      3.  The certificate of registration must be

accompanied by a fee of $75.

      4.  The Secretary of State shall register

as a registered limited-liability partnership any partnership that submits a

completed certificate of registration with the required fee. A person shall not

register a registered limited-liability partnership for any illegal purpose or

with the fraudulent intent to conceal any business activity, or lack thereof,

from another person or a governmental agency.

      5.  The registration of a registered

limited-liability partnership is effective at the time of the filing of the

certificate of registration.

      (Added to NRS by 1995, 1466; A 2001, 3183; 2003, 3145; 2005, 2262; 2007, 2428, 2679; 2013, 864, 1282)

      NRS 87.445  Penalty for purporting to do business as registered

limited-liability partnership without registration; enforcement; regulations.

      1.  Every person, other than a foreign

registered limited-liability partnership, who is purporting to do business in

this State as a registered limited-liability partnership and who willfully

fails or neglects to file with the Secretary of State a certificate of

registration is subject to a fine of not less than $1,000 but not more than

$10,000, to be recovered in a court of competent jurisdiction.

      2.  When the Secretary of State is advised

that a person is subject to the fine described in subsection 1, the Secretary

of State may, as soon as practicable, refer the matter to the district attorney

of the county in which the person’s principal place of business is located or

the Attorney General, or both, for a determination of whether to institute

proceedings to recover the fine. The district attorney of the county in which the

person’s principal place of business is located or the Attorney General may

institute and prosecute the appropriate proceedings to recover the fine. If the

district attorney or the Attorney General prevails in a proceeding to recover

the fine described in subsection 1, the district attorney or the Attorney

General is entitled to recover the costs of the proceeding, including, without

limitation, the cost of any investigation and reasonable attorney’s fees.

      3.  In the course of an investigation of a

violation of this section, the Secretary of State may require a registered

limited-liability partnership to answer any interrogatory submitted by the

Secretary of State that will assist in the investigation.

      4.  The Secretary of State may adopt

regulations to administer the provisions of this section.

      (Added to NRS by 2009, 1699;

A 2013, 865)

      NRS 87.450  Name of partnership: Distinguishable name required; limitations;

availability of name of forfeited, merged or otherwise terminated partnership;

regulations.

      1.  The name proposed for a registered

limited-liability partnership must contain the words “Limited-Liability

Partnership” or “Registered Limited-Liability Partnership” or the abbreviation

“L.L.P.” or “LLP” as the last words or letters of the name and must be

distinguishable on the records of the Secretary of State from the names of all

other artificial persons formed, organized, registered or qualified pursuant to

the provisions of this title that are on file in the Office of the Secretary of

State and all names that are reserved in the Office of the Secretary of State

pursuant to the provisions of this title. If the name of the registered

limited-liability partnership on a certificate of registration of

limited-liability partnership submitted to the Secretary of State is not

distinguishable from a name on file or reserved name, the Secretary of State

shall return the certificate to the person who signed it unless the written,

acknowledged consent of the holder of the name on file or reserved name to use

the name accompanies the certificate.

      2.  For the purposes of this section, a

proposed name is not distinguishable from a name on file or reserved name

solely because one or the other contains distinctive lettering, a distinctive

mark, a trademark or a trade name, or any combination thereof.

      3.  The Secretary of State shall not accept

for filing any certificate of registration or certificate of amendment of a

certificate of registration of any registered limited-liability partnership

formed or existing pursuant to the laws of this State which provides that the

name of the registered limited-liability partnership contains the word

“accountant,” “accounting,” “accountancy,” “auditor” or “auditing” unless the

Nevada State Board of Accountancy certifies that the registered

limited-liability partnership:

      (a) Is registered pursuant to the provisions of chapter 628 of NRS; or

      (b) Has filed with the Nevada State Board of

Accountancy under penalty of perjury a written statement that the registered

limited-liability partnership is not engaged in the practice of accounting and

is not offering to practice accounting in this State.

      4.  The Secretary of State shall not accept

for filing any certificate of registration or certificate of amendment of a

certificate of registration of any registered limited-liability partnership

formed or existing pursuant to the laws of this State which provides that the

name of the registered limited-liability partnership contains the word “bank”

or “trust” unless:

      (a) It appears from the certificate of

registration or the certificate of amendment that the registered

limited-liability partnership proposes to carry on business as a banking or

trust company, exclusively or in connection with its business as a bank,

savings and loan association or thrift company; and

      (b) The certificate of registration or

certificate of amendment is first approved by the Commissioner of Financial

Institutions.

      5.  The Secretary of State shall not accept

for filing any certificate of registration or certificate of amendment of a

certificate of registration of any registered limited-liability partnership

formed or existing pursuant to the provisions of this chapter if it appears

from the certificate of registration or the certificate of amendment that the

business to be carried on by the registered limited-liability partnership is

subject to supervision by the Commissioner of Insurance or by the Commissioner

of Financial Institutions, unless the certificate of registration or

certificate of amendment is approved by the Commissioner who will supervise the

business of the registered limited-liability partnership.

      6.  Except as otherwise provided in

subsection 5, the Secretary of State shall not accept for filing any

certificate of registration or certificate of amendment of a certificate of

registration of any registered limited-liability partnership formed or existing

pursuant to the laws of this State which provides that the name of the registered

limited-liability partnership contains the words “engineer,” “engineered,”

“engineering,” “professional engineer,” “registered engineer” or “licensed

engineer” unless:

      (a) The State Board of Professional Engineers and

Land Surveyors certifies that the principals of the registered

limited-liability partnership are licensed to practice engineering pursuant to

the laws of this State; or

      (b) The State Board of Professional Engineers and

Land Surveyors certifies that the registered limited-liability partnership is

exempt from the prohibitions of NRS 625.520.

      7.  Except as otherwise provided in

subsection 5, the Secretary of State shall not accept for filing any

certificate of registration or certificate of amendment of a certificate of

registration of any registered limited-liability partnership formed or existing

pursuant to the laws of this State which provides that the name of the

registered limited-liability partnership contains the words “architect,”

“architecture,” “registered architect,” “licensed architect,” “registered

interior designer,” “registered interior design,” “residential designer,”

“registered residential designer,” “licensed residential designer” or

“residential design” unless the State Board of Architecture, Interior Design

and Residential Design certifies that:

      (a) The principals of the registered

limited-liability partnership are holders of a certificate of registration to

practice architecture or residential design or to practice as a registered

interior designer, as applicable, pursuant to the laws of this State; or

      (b) The registered limited-liability partnership

is qualified to do business in this State pursuant to NRS 623.349.

      8.  The Secretary of State shall not accept

for filing any certificate of registration or certificate of amendment of a

certificate of registration of any registered limited-liability partnership

formed or existing pursuant to the laws of this State which provides that the

name of the registered limited-liability partnership contains the words

“common-interest community,” “community association,” “master association,”

“unit-owners’ association” or “homeowners’ association” or if it appears in the

certificate of registration or certificate of amendment that the purpose of the

registered limited-liability partnership is to operate as a unit-owners’

association pursuant to chapter 116 or 116B of NRS unless the Administrator of the

Real Estate Division of the Department of Business and Industry certifies that

the registered limited-liability partnership has:

      (a) Registered with the Ombudsman for Owners in

Common-Interest Communities and Condominium Hotels pursuant to NRS 116.31158 or 116B.625; and

      (b) Paid to the Administrator of the Real Estate

Division the fees required pursuant to NRS

116.31155 or 116B.620.

      9.  The name of a registered

limited-liability partnership whose right to transact business has been

forfeited, which has merged and is not the surviving entity or whose existence

has otherwise terminated is available for use by any other artificial person.

      10.  The Secretary of State may adopt

regulations that interpret the requirements of this section.

      (Added to NRS by 1995, 1468; A 1997, 2815; 1999, 1617; 2003, 20th

Special Session, 77; 2005, 2629; 2007, 8, 2286)

      NRS 87.455  Name of partnership: Reinstatement under old or new name;

regulations.

      1.  Except as otherwise provided in

subsection 2, if a registered limited-liability partnership applies to

reinstate its right to transact business but its name has been legally acquired

by any other artificial person formed, organized, registered or qualified

pursuant to the provisions of this title whose name is on file with the Office

of the Secretary of State or reserved in the Office of the Secretary of State

pursuant to the provisions of this title, the applying registered

limited-liability partnership shall submit in writing to the Secretary of State

some other name under which it desires its right to transact business to be

reinstated. If that name is distinguishable from all other names reserved or

otherwise on file, the Secretary of State shall reinstate the registered

limited-liability partnership under that new name.

      2.  If the applying registered

limited-liability partnership submits the written, acknowledged consent of the

artificial person having the name, or the person who has reserved the name,

that is not distinguishable from the old name of the applying registered

limited-liability partnership or a new name it has submitted, it may be

reinstated under that name.

      3.  For the purposes of this section, a

proposed name is not distinguishable from a name on file or reserved name

solely because one or the other contains distinctive lettering, a distinctive

mark, a trademark or a trade name, or any combination of these.

      4.  The Secretary of State may adopt

regulations that interpret the requirements of this section.

      (Added to NRS by 1997, 2815; A 1999, 1617; 2003, 20th

Special Session, 78)

      NRS 87.460  Amendment of certificate of registration.

      1.  A certificate of registration of a

registered limited-liability partnership may be amended by filing with the

Secretary of State a certificate of amendment. The certificate of amendment

must set forth:

      (a) The name of the registered limited-liability

partnership; and

      (b) The change to the information contained in

the original certificate of registration or any other certificates of

amendment.

      2.  The certificate of amendment must be:

      (a) Signed by a managing partner of the

registered limited-liability partnership; and

      (b) Accompanied by a fee of $175.

      3.  A certificate filed pursuant to this

section is effective at the time of the filing of the certificate with the

Secretary of State or upon a later date and time as specified in the

certificate, which date must not be more than 90 days after the date on which

the certificate is filed. If a certificate filed pursuant to this section

specifies a later effective date but does not specify an effective time, the

certificate is effective at 12:01 a.m. in the Pacific time zone on the

specified later date.

      (Added to NRS by 1995, 1470; A 2001, 3183; 2003, 20th

Special Session, 79; 2005, 2198; 2011, 2802)

      NRS 87.470  Termination of registration.  The

registration of a registered limited-liability partnership is effective until:

      1.  Its certificate of registration is

revoked pursuant to NRS 87.520; or

      2.  The registered limited-liability

partnership files with the Secretary of State a notice of withdrawal signed by

a managing partner. The notice must be accompanied by a fee of $100.

      (Added to NRS by 1995, 1467; A 2001, 3184; 2003, 3145; 2003, 20th

Special Session, 79; 2010, 26th

Special Session, 74)

      NRS 87.480  Registered agent required.  A

registered limited-liability partnership must have a registered agent who

resides or is located in this State. A registered agent must have a street

address for the service of process that is the principal office of the

registered limited-liability partnership in this State, and may have a separate

mailing address that is different from the registered agent’s street address.

      (Added to NRS by 1995, 1467; A 2007, 2679; 2009, 2840)

      NRS 87.490  Change of location of principal office.

      1.  If a registered limited-liability

partnership wishes to change the location of its principal office in this State,

it shall first file with the Secretary of State a certificate of change of principal

office that sets forth:

      (a) The name of the registered limited-liability

partnership;

      (b) The street address of its principal office;

and

      (c) The street address of its new principal

office.

      2.  A certificate of change of principal

office filed pursuant to this section must be:

      (a) Signed by a managing partner of the

registered limited-liability partnership; and

      (b) Accompanied by a fee of $60.

      3.  A change authorized by this section

becomes effective upon the filing of the proper certificate of change.

      (Added to NRS by 1995, 1469; A 1999, 1618; 2001, 3184; 2003, 20th

Special Session, 79; 2007, 2679)

      NRS 87.500  Resignation of registered agent; termination of registration of

commercial registered agent.

      1.  If a registered agent resigns pursuant

to NRS 77.370 or if a commercial

registered agent terminates its registration as a commercial registered agent

pursuant to NRS 77.330, the registered

limited-liability partnership shall, before the effective date of the

resignation or termination, file with the Secretary of State a statement of

change of registered agent pursuant to NRS

77.340.

      2.  If a registered limited-liability

partnership fails to comply with subsection 1, it is in default and is subject

to the provisions of NRS 87.520.

      3.  As used in this section, “commercial

registered agent” has the meaning ascribed to it in NRS 77.040.

      (Added to NRS by 1995, 1467; A 1999, 1618; 2003, 3145; 2003, 20th

Special Session, 80; 2007, 2680; 2013, 865)

      NRS 87.510  Annual list: Filing requirements; fees; notice; regulations.

      1.  A registered limited-liability

partnership shall, on or before the last day of the first month after the

filing of its certificate of registration with the Secretary of State or, if

the registered limited-liability partnership has selected an alternative due

date pursuant to subsection 8, on or before that alternative due date, and

annually thereafter on or before the last day of the month in which the

anniversary date of the filing of its certificate of registration with the

Secretary of State occurs or, if applicable, on or before the last day of the

month in which the anniversary date of the alternative due date occurs in each

year, file with the Secretary of State, on a form furnished by the Secretary of

State, a list that contains:

      (a) The name of the registered limited-liability

partnership;

      (b) The file number of the registered

limited-liability partnership, if known;

      (c) The names of all of its managing partners;

      (d) The address, either residence or business, of

each managing partner; and

      (e) The signature of a managing partner of the

registered limited-liability partnership, or some other person specifically

authorized by the registered limited-liability partnership to sign the list,

certifying that the list is true, complete and accurate.

Ê Each list

filed pursuant to this subsection must be accompanied by a declaration under

penalty of perjury that the registered limited-liability partnership has complied

with the provisions of chapter 76 of NRS,

that the registered limited-liability partnership acknowledges that pursuant to

NRS 239.330, it is a category C felony

to knowingly offer any false or forged instrument for filing in the Office of

the Secretary of State and that none of the managing partners identified in the

list has been identified in the list with the fraudulent intent of concealing

the identity of any person or persons exercising the power or authority of a

managing partner in furtherance of any unlawful conduct.

      2.  Upon filing:

      (a) The initial list required by subsection 1,

the registered limited-liability partnership shall pay to the Secretary of

State a fee of $125.

      (b) Each annual list required by subsection 1,

the registered limited-liability partnership shall pay to the Secretary of

State a fee of $125.

      3.  If a managing partner of a registered

limited-liability partnership resigns and the resignation is not reflected on

the annual or amended list of managing partners, the registered

limited-liability partnership or the resigning managing partner shall pay to

the Secretary of State a fee of $75 to file the resignation.

      4.  The Secretary of State shall, at least

90 days before the last day for filing each annual list required by subsection

1, provide to the registered limited-liability partnership a notice of the fee

due pursuant to subsection 2 and a reminder to file the annual list required by

subsection 1. The failure of any registered limited-liability partnership to

receive a notice does not excuse it from complying with the provisions of this

section.

      5.  If the list to be filed pursuant to the

provisions of subsection 1 is defective, or the fee required by subsection 2 is

not paid, the Secretary of State may return the list for correction or payment.

      6.  An annual list that is filed by a

registered limited-liability partnership which is not in default more than 90

days before it is due shall be deemed an amended list for the previous year and

does not satisfy the requirements of subsection 1 for the year to which the due

date is applicable.

      7.  A person who files with the Secretary

of State an initial list or annual list required by subsection 1 which

identifies a managing partner with the fraudulent intent of concealing the

identity of any person or persons exercising the power or authority of a

managing partner in furtherance of any unlawful conduct is subject to the

penalty set forth in NRS 225.084.

      8.  The Secretary of State may allow a

registered limited-liability partnership to select an alternative due date for

filing the initial list required by subsection 1.

      9.  The Secretary of State may adopt

regulations to administer the provisions of subsection 8.

      (Added to NRS by 1995, 1467; A 1997, 2816; 1999, 1619; 2001, 3184; 2003, 20th

Special Session, 81, 185; 2005, 2262; 2007, 2681; 2009, 2038,

2840; 2013, 865)

      NRS 87.515  List or statement to be maintained at registered office or

principal place of business; requirement to assist in criminal investigation;

failure to comply; regulations.

      1.  A registered limited-liability

partnership shall maintain at its registered office or principal place of

business in this State:

      (a) A current list of its managing partners; or

      (b) A statement indicating where such a list is

maintained.

      2.  Upon the request of the Secretary of

State, the registered limited-liability partnership shall:

      (a) Provide the Secretary of State with the name

and contact information of the custodian of the list described in subsection 1.

The information required pursuant to this paragraph shall be kept confidential

by the Secretary of State.

      (b) Provide written notice to the Secretary of

State within 10 days after any change in the information contained in the list

described in subsection 1.

      3.  Upon the request of any law enforcement

agency in the course of a criminal investigation, the Secretary of State may

require a registered limited-liability partnership to:

      (a) Submit to the Secretary of State, within 3

business days, a copy of the list required to be maintained pursuant to

subsection 1; or

      (b) Answer any interrogatory submitted by the

Secretary of State that will assist in the criminal investigation.

      4.  If a registered limited-liability

partnership fails to comply with any requirement pursuant to subsection 3, the

Secretary of State may take any action necessary, including, without

limitation, the suspension or revocation of the certificate of registration.

      5.  The Secretary of State shall not

reinstate or revive a certificate of registration that was revoked or suspended

pursuant to subsection 4 unless:

      (a) The registered limited-liability partnership

complies with the requirements of subsection 3; or

      (b) The law enforcement agency conducting the

investigation advises the Secretary of State to reinstate or revive the

certificate of registration.

      6.  The Secretary of State may adopt

regulations to administer the provisions of this section.

      (Added to NRS by 2007, 1327; A 2009, 2841)

      NRS 87.520  Defaulting partnerships: Identification; penalty; reinstatement

of partnership which is unit-owners’ association; duties of Secretary of State;

revocation of registration.

      1.  A registered limited-liability

partnership that fails to comply with the provisions of NRS

87.510 is in default.

      2.  Upon notification from the

Administrator of the Real Estate Division of the Department of Business and

Industry that a registered limited-liability partnership which is a

unit-owners’ association as defined in NRS

116.011 or 116B.030 has failed to

register pursuant to NRS 116.31158 or

116B.625 or failed to pay the fees

pursuant to NRS 116.31155 or 116B.620, the Secretary of State shall

deem the registered limited-liability partnership to be in default. If, after

the registered limited-liability partnership is deemed to be in default, the

Administrator notifies the Secretary of State that the registered limited-liability

partnership has registered pursuant to NRS

116.31158 or 116B.625 and paid

the fees pursuant to NRS 116.31155 or

116B.620, the Secretary of State

shall reinstate the registered limited-liability partnership if the registered

limited-liability partnership complies with the requirements for reinstatement

as provided in this section and NRS 87.530.

      3.  Any registered limited-liability

partnership that is in default pursuant to this section must, in addition to

the fee required to be paid pursuant to NRS 87.510,

pay a penalty of $75.

      4.  The Secretary of State shall provide

written notice to the registered agent of any registered limited-liability

partnership that is in default. The written notice:

      (a) Must include the amount of any payment that

is due from the registered limited-liability partnership.

      (b) At the request of the registered agent, may

be provided electronically.

      5.  If a registered limited-liability

partnership fails to pay the amount that is due, the certificate of

registration of the registered limited-liability partnership shall be deemed

revoked immediately after the last day of the month in which the anniversary

date of the filing of the certificate of registration occurs, and the Secretary

of State shall notify the registered limited-liability partnership, by

providing written notice to its registered agent or, if the registered

limited-liability partnership does not have a registered agent, to a managing

partner, that its certificate of registration is revoked. The written notice:

      (a) Must include the amount of any fees and

penalties incurred that are due.

      (b) At the request of the registered agent or

managing partner, may be provided electronically.

      (Added to NRS by 1995, 1469; A 2001, 3185; 2003, 20th

Special Session, 82; 2007, 2288, 2682)

      NRS 87.530  Defaulting partnerships: Conditions and procedure for

reinstatement.

      1.  Except as otherwise provided in

subsection 3 and NRS 87.515, the Secretary of State

shall reinstate the certificate of registration of a registered

limited-liability partnership that is revoked pursuant to NRS 87.520 if the registered limited-liability

partnership:

      (a) Files with the Secretary of State:

             (1) The information required by NRS 87.510;

             (2) The information required pursuant to NRS 77.310; and

             (3) A declaration under penalty of

perjury, on a form provided by the Secretary of State, that the reinstatement

is authorized by a court of competent jurisdiction in this State or by the duly

selected managing partners of the registered limited-liability partnership.

      (b) Pays to the Secretary of State:

             (1) The fee required to be paid pursuant

to NRS 87.510;

             (2) Any penalty required to be paid

pursuant to NRS 87.520; and

             (3) A reinstatement fee of $300.

      2.  When the Secretary of State reinstates

the registered limited-liability partnership, the Secretary of State shall

issue to the registered limited-liability partnership a certificate of

reinstatement if the registered limited-liability partnership:

      (a) Requests a certificate of reinstatement; and

      (b) Pays the required fees pursuant to NRS 87.550.

      3.  The Secretary of State shall not

reinstate the certificate of registration of a registered limited-liability

partnership if the certificate was revoked pursuant to the provisions of this

chapter at least 5 years before the date of the proposed reinstatement.

      4.  Except as otherwise provided in NRS 87.455, a reinstatement pursuant to this section

relates back to the date on which the registered limited-liability

partnership’s certificate of registration was revoked and reinstates the

registered limited-liability’s certificate of registration as if such

certificate had at all times remained in full force and effect.

      (Added to NRS by 1995, 1469; A 2001, 3185; 2003, 20th

Special Session, 82; 2007, 1328, 2428, 2682; 2013, 867)

      NRS 87.540  Status of partnership and liability of partners not affected by

errors in certain filed information.  The

status of a partnership as a registered limited-liability partnership, and the

liability of its partners, are not affected by errors in the information

contained in a certificate of registration or an annual list required to be

filed with the Secretary of State, or by changes after the filing of such a

certificate or list in the information contained in the certificate or list.

      (Added to NRS by 1995, 1467)

FOREIGN REGISTERED LIMITED-LIABILITY PARTNERSHIPS

      NRS 87.5405  Penalty for doing business without registration; enforcement;

regulations.

      1.  Every foreign registered

limited-liability partnership which is doing business in this State and which

willfully fails or neglects to register with the Secretary of State pursuant to

NRS 87.440 to 87.500,

inclusive, and 87.541 to 87.544,

inclusive, is subject to a fine of not less than $1,000 but not more than

$10,000, to be recovered in a court of competent jurisdiction.

      2.  Every foreign registered

limited-liability partnership which is doing business in this State and which

fails or neglects to register with the Secretary of State pursuant to NRS 87.440 to 87.500,

inclusive, and 87.541 to 87.544,

inclusive, may not commence or maintain any action, suit or proceeding in any

court of this State until it has registered with the Secretary of State

pursuant to NRS 87.440 to 87.500,

inclusive, and 87.541 to 87.544,

inclusive.

      3.  The failure of a foreign registered

limited-liability partnership to register in this State does not impair the

validity of any contract or act of the foreign registered limited-liability

partnership, or prevent the foreign registered limited-liability partnership

from defending any action, suit or proceeding in any court of this State.

      4.  When the Secretary of State is advised

that a foreign registered limited-liability partnership is subject to the fine

described in subsection 1, the Secretary of State may, as soon as practicable,

refer the matter to the district attorney of the county in which the foreign

registered limited-liability partnership’s principal place of business is

located or the Attorney General, or both, for a determination of whether to

institute proceedings to recover the fine. The district attorney of the county

in which the foreign registered limited-liability partnership’s principal place

of business is located or the Attorney General may institute and prosecute the

appropriate proceedings to recover the fine. If the district attorney or the

Attorney General prevails in a proceeding to recover the fine described in

subsection 1, the district attorney or the Attorney General is entitled to

recover the costs of the proceeding, including, without limitation, the cost of

any investigation and reasonable attorney’s fees.

      5.  In the course of an investigation of a

violation of this section, the Secretary of State may require a foreign

registered limited-liability partnership to answer any interrogatory submitted

by the Secretary of State that will assist in the investigation.

      6.  A foreign registered limited-liability

partnership, by transacting business in this State without registration,

appoints the Secretary of State as its agent for service of process with

respect to causes of action arising out of the transaction of business in this

State by the foreign registered limited-liability partnership.

      7.  The Secretary of State may adopt

regulations to administer the provisions of this section.

      (Added to NRS by 2009, 1699;

A 2013, 867)

      NRS 87.541  Annual list: Filing requirements; fees; powers and duties of

Secretary of State; regulations.

      1.  Each foreign registered

limited-liability partnership doing business in this State shall, on or before

the last day of the first month after the filing of its application for

registration as a foreign registered limited-liability partnership with the

Secretary of State or, if the foreign registered limited-liability partnership

has selected an alternative due date pursuant to subsection 9, on or before

that alternative due date, and annually thereafter on or before the last day of

the month in which the anniversary date of its qualification to do business in

this State occurs in each year or, if applicable, on or before the last day of

the month in which the anniversary date of the alternative due date occurs in

each year, file with the Secretary of State a list, on a form furnished by the

Secretary of State, that contains:

      (a) The name of the foreign registered

limited-liability partnership;

      (b) The file number of the foreign registered

limited-liability partnership, if known;

      (c) The names of all its managing partners;

      (d) The address, either residence or business, of

each managing partner; and

      (e) The signature of a managing partner of the

foreign registered limited-liability partnership, or some other person

specifically authorized by the foreign registered limited-liability partnership

to sign the list, certifying that the list is true, complete and accurate.

      2.  Each list filed pursuant to this

section must be accompanied by a declaration under penalty of perjury that:

      (a) The foreign registered limited-liability

partnership has complied with the provisions of chapter

76 of NRS;

      (b) The foreign registered limited-liability

partnership acknowledges that pursuant to NRS

239.330, it is a category C felony to knowingly offer any false or forged

instrument for filing in the Office of the Secretary of State; and

      (c) None of the managing partners identified in

the list has been identified in the list with the fraudulent intent of

concealing the identity of any person or persons exercising the power or

authority of a managing partner in furtherance of any unlawful conduct.

      3.  Upon filing:

      (a) The initial list required by this section,

the foreign registered limited-liability partnership shall pay to the Secretary

of State a fee of $125.

      (b) Each annual list required by this section,

the foreign registered limited-liability partnership shall pay to the Secretary

of State a fee of $125.

      4.  If a managing partner of a foreign

registered limited-liability partnership resigns and the resignation is not

reflected on the annual or amended list of managing partners, the foreign

registered limited-liability partnership or the managing partner shall pay to

the Secretary of State a fee of $75 to file the resignation.

      5.  The Secretary of State shall, 90 days

before the last day for filing each annual list required by subsection 1,

provide to each foreign registered limited-liability partnership which is

required to comply with the provisions of NRS 87.541

to 87.544, inclusive, and which has not become

delinquent, a notice of the fee due pursuant to subsection 3 and a reminder to

file the list required pursuant to subsection 1. Failure of any foreign registered

limited-liability partnership to receive a notice does not excuse it from the

penalty imposed by the provisions of NRS 87.541 to 87.544, inclusive.

      6.  If the list to be filed pursuant to the

provisions of 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 registered

limited-liability partnership not in default which is received by the Secretary

of State more than 90 days before its due date shall be deemed an amended list

for the previous year and does not satisfy the requirements of subsection 1 for

the year to which the due date is applicable.

      8.  A person who files with the Secretary

of State an initial list or annual list required by subsection 1 which

identifies a managing partner with the fraudulent intent of concealing the

identity of any person or persons exercising the power and authority of a

managing partner in furtherance of any unlawful conduct is subject to the

penalty set forth in NRS 225.084.

      9.  The Secretary of State may allow a

foreign registered limited-liability partnership to select an alternative due

date for filing the initial list required by this section.

      10.  The Secretary of State may adopt

regulations to administer the provisions of subsection 9.

      (Added to NRS by 2003, 20th

Special Session, 74; A 2005, 2263; 2007, 2683; 2009, 2039,

2841; 2013, 868)

      NRS 87.5413  List or statement to be maintained at registered office or

principal place of business; requirement to assist in criminal investigation;

failure to comply; regulations.

      1.  A foreign registered limited-liability

partnership shall maintain at its registered office or principal place of

business in this State:

      (a) A current list of its managing partners; or

      (b) A statement indicating where such a list is

maintained.

      2.  Upon the request of the Secretary of

State, the foreign registered limited-liability partnership shall:

      (a) Provide the Secretary of State with the name

and contact information of the custodian of the list described in subsection 1.

The information required pursuant to this paragraph shall be kept confidential

by the Secretary of State.

      (b) Provide written notice to the Secretary of

State within 10 days after any change in the information contained in the list

described in subsection 1.

      3.  Upon the request of any law enforcement

agency in the course of a criminal investigation, the Secretary of State may

require a foreign registered limited-liability partnership to:

      (a) Submit to the Secretary of State, within 3

business days, a copy of the list required to be maintained pursuant to

subsection 1; or

      (b) Answer any interrogatory submitted by the

Secretary of State that will assist in the criminal investigation.

      4.  If a foreign registered

limited-liability partnership fails to comply with any requirement pursuant to

subsection 3, the Secretary of State may take any action necessary, including,

without limitation, the suspension or revocation of the right of the foreign

registered limited-liability partnership to transact business in this State.

      5.  The Secretary of State shall not

reinstate or revive the right of a foreign registered limited-liability

partnership to transact business in this State that was revoked or suspended

pursuant to subsection 4 unless:

      (a) The registered limited-liability partnership

complies with the requirements of subsection 3; or

      (b) The law enforcement agency conducting the

investigation advises the Secretary of State to reinstate or revive the right

of the foreign registered limited-liability partnership to transact business in

this State.

      6.  The Secretary of State may adopt

regulations to administer the provisions of this section.

      (Added to NRS by 2007, 1327; A 2009, 2842)

      NRS 87.5415  Certificate of authorization to transact business.  If a foreign registered limited-liability

partnership has filed the initial or annual list in compliance with NRS 87.541 and has paid the appropriate fee for the

filing, the cancelled check or other proof of payment received by the foreign

registered limited-liability partnership constitutes a certificate authorizing

it to transact its business within this State until the last day of the month

in which the anniversary of its qualification to transact business occurs in

the next succeeding calendar year.

      (Added to NRS by 2003, 20th

Special Session, 75)

      NRS 87.542  Addresses of managing partners required; failure to file.

      1.  Each list required to be filed under

the provisions of NRS 87.541 to 87.544, inclusive, must, after the name of each

managing partner listed thereon, set forth the address, either residence or

business, of each managing partner.

      2.  If the addresses are not stated for

each person on any list offered for filing, the Secretary of State may refuse

to file the list, and the foreign registered limited-liability partnership for

which the list has been offered for filing is subject to all the provisions of NRS 87.541 to 87.544,

inclusive, relating to failure to file the list within or at the times therein

specified, unless a list is subsequently submitted for filing which conforms to

the provisions of this section.

      (Added to NRS by 2003, 20th

Special Session, 75)

      NRS 87.5425  Defaulting partnerships: Identification; forfeiture of right to

transact business; penalty.

      1.  Each foreign registered

limited-liability partnership which is required to make a filing and pay the

fee prescribed in NRS 87.541 to 87.544, inclusive, and which refuses or neglects to do

so within the time provided is in default.

      2.  For default there must be added to the

amount of the fee a penalty of $75, and unless the filing is made and the fee

and penalty are paid on or before the last day of the month in which the

anniversary date of the foreign registered limited-liability partnership

occurs, the defaulting foreign registered limited-liability partnership by

reason of its default forfeits its right to transact any business within this

State. The fee and penalty must be collected as provided in this chapter.

      (Added to NRS by 2003, 20th

Special Session, 75)

      NRS 87.543  Defaulting partnerships: Duties of Secretary of State.

      1.  The Secretary of State shall notify, by

providing written notice to its registered agent, each foreign registered

limited-liability partnership deemed in default pursuant to NRS 87.5425. The written notice:

      (a) Must include a statement indicating the

amount of the filing fee, penalties incurred and costs remaining unpaid.

      (b) At the request of the registered agent, may

be provided electronically.

      2.  Immediately after the last day of the

month in which the anniversary date of its registration occurs, the Secretary

of State shall compile a complete list containing the names of all foreign

registered limited-liability partnerships whose right to transact business has

been forfeited.

      3.  The Secretary of State shall notify, by

providing written notice to its registered agent, each foreign registered

limited-liability partnership specified in subsection 2 of the forfeiture of

its right to transact business. The written notice:

      (a) Must include a statement indicating the

amount of the filing fee, penalties incurred and costs remaining unpaid.

      (b) At the request of the registered agent, may

be provided electronically.

      (Added to NRS by 2003, 20th

Special Session, 75; A 2007, 2684)

      NRS 87.5435  Defaulting partnerships: Conditions and procedure for

reinstatement.

      1.  Except as otherwise provided in

subsections 3 and 4 and NRS 87.5413, the Secretary

of State shall reinstate a foreign registered limited-liability partnership

which has forfeited or which forfeits its right to transact business under the

provisions of this chapter and shall restore to the foreign registered

limited-liability partnership its right to transact business in this State, and

to exercise its privileges and immunities, if it:

      (a) Files with the Secretary of State:

             (1) The list required by NRS 87.541;

             (2) The information required pursuant to NRS 77.310; and

             (3) A declaration under penalty of

perjury, on a form provided by the Secretary of State, that the reinstatement

is authorized by a court of competent jurisdiction in this State or by the duly

selected managing partners of the foreign registered limited-liability

partnership; and

      (b) Pays to the Secretary of State:

             (1) The filing fee and penalty set forth

in NRS 87.541 and 87.5425

for each year or portion thereof that its right to transact business was

forfeited; and

             (2) A fee of $300 for reinstatement.

      2.  When the Secretary of State reinstates

the foreign registered limited-liability partnership, the Secretary of State

shall issue to the foreign registered limited-liability partnership a

certificate of reinstatement if the foreign registered limited-liability

partnership:

      (a) Requests a certificate of reinstatement; and

      (b) Pays the required fees pursuant to NRS 87.550.

      3.  The Secretary of State shall not order

a reinstatement unless all delinquent fees and penalties have been paid and the

revocation of the right to transact business occurred only by reason of failure

to pay the fees and penalties.

      4.  If the right of a foreign registered

limited-liability partnership to transact business in this State has been

forfeited pursuant to the provisions of this chapter and has remained forfeited

for a period of 5 consecutive years, the right to transact business must not be

reinstated.

      5.  Except as otherwise provided in NRS 87.544, a reinstatement pursuant to this section

relates back to the date on which the foreign registered limited-liability

partnership forfeited its right to transact business under the provisions of

this chapter and reinstates the foreign registered limited-liability

partnership’s right to transact business as if such right had at all times

remained in full force and effect.

      (Added to NRS by 2003, 20th

Special Session, 76; A 2007, 1329, 2429, 2684; 2009, 2843;

2013, 870)

      NRS 87.544  Defaulting partnerships: Reinstatement under old or new name;

regulations.

      1.  Except as otherwise provided in

subsection 2, if a foreign registered limited-liability partnership applies to

reinstate its certificate of registration and its name has been legally

reserved or acquired by another artificial person formed, organized, registered

or qualified pursuant to the provisions of this title whose name is on file

with the Office of the Secretary of State or reserved in the Office of the

Secretary of State pursuant to the provisions of this title, the foreign

registered limited-liability partnership must submit in writing in its application

for reinstatement to the Secretary of State some other name under which it

desires its existence to be reinstated. If that name is distinguishable from

all other names reserved or otherwise on file, the Secretary of State shall

reinstate the foreign registered limited-liability partnership under that new

name.

      2.  If the applying foreign registered

limited-liability partnership submits the written, acknowledged consent of the

artificial person having a name, or the person who has reserved a name, which

is not distinguishable from the old name of the applying foreign registered

limited-liability partnership or a new name it has submitted, it may be

reinstated under that name.

      3.  For the purposes of this section, a

proposed name is not distinguishable from a name on file or reserved solely

because one or the other contains distinctive lettering, a distinctive mark, a

trademark or a trade name, or any combination thereof.

      4.  The Secretary of State may adopt

regulations that interpret the requirements of this section.

      (Added to NRS by 2003, 20th

Special Session, 76)

MISCELLANEOUS PROVISIONS

      NRS 87.5445  Form required for filing of records.

      1.  Each record filed with the Secretary of

State pursuant to this chapter must be on or accompanied by a form prescribed

by the Secretary of State.

      2.  The Secretary of State may refuse to

file a record which does not comply with subsection 1 or which does not contain

all of the information required by statute for filing the record.

      3.  If the provisions of the form

prescribed by the Secretary of State conflict with the provisions of any record

that is submitted for filing with the form:

      (a) The provisions of the form control for all

purposes with respect to the information that is required by statute to appear

in the record in order for the record to be filed; and

      (b) Unless otherwise provided in the record, the

provisions of the record control in every other situation.

      4.  The Secretary of State may by

regulation provide for the electronic filing of records with the Office of the

Secretary of State.

      (Added to NRS by 2003, 20th

Special Session, 73)

      NRS 87.545  Procedure to submit replacement page to Secretary of State

before actual filing of record.  A

managing partner of a registered limited-liability partnership may authorize

the Secretary of State in writing to replace any page of a record submitted for

filing on an expedited basis, before the actual filing, and to accept the page

as if it were part of the original record. The signed authorization of the

managing partner to the Secretary of State permits, but does not require, the

Secretary of State to alter the original record as requested.

      (Added to NRS by 1997, 2815; A 2003, 3146)

      NRS 87.547  Correction of inaccurate or defective record filed with

Secretary of State; cancellation of filings.

      1.  A registered limited-liability

partnership may correct a record filed in the Office of the Secretary of State

with respect to the registered limited-liability partnership if the record

contains an inaccurate description of a partnership action or if the record was

defectively signed, attested, sealed, verified or acknowledged.

      2.  To correct a record, the registered

limited-liability partnership must:

      (a) Prepare a certificate of correction that:

             (1) States the name of the registered

limited-liability partnership;

             (2) Describes the record, including,

without limitation, its filing date;

             (3) Specifies the inaccuracy or defect;

             (4) Sets forth the inaccurate or defective

portion of the record in an accurate or corrected form; and

             (5) Is signed by a managing partner of the

registered limited-liability partnership or by some other person specifically

authorized by the registered limited-liability partnership to sign the

certificate.

      (b) Deliver the certificate to the Secretary of

State for filing.

      (c) Pay a filing fee of $175 to the Secretary of

State.

      3.  A certificate of correction is

effective on the effective date of the record it corrects except as to persons

relying on the uncorrected record and adversely affected by the correction. As

to those persons, the certificate is effective when filed.

      4.  If a registered limited-liability

partnership has made a filing with the Secretary of State and the Secretary of

State has not processed the filing and placed the filing into the public

record, the registered limited-liability partnership may cancel the filing by:

      (a) Filing a statement of cancellation with the

Secretary of State; and

      (b) Paying a fee of $50.

      (Added to NRS by 2001, 1396; A 2001, 3198, 3199; 2003, 3146; 2003, 20th

Special Session, 83; 2009, 2844;

2013, 870)

      NRS 87.550  Fees.  In addition

to any other fees required by NRS 87.440 to 87.540, inclusive, and 87.560,

the Secretary of State shall charge and collect the following fees for services

rendered pursuant to those sections:

      1.  For certifying records required by NRS 87.440 to 87.540,

inclusive, and 87.560, $30 per certification.

      2.  For signing a certificate verifying the

existence of a registered limited-liability partnership, if the registered

limited-liability partnership has not filed a certificate of amendment, $50.

      3.  For signing a certificate verifying the

existence of a registered limited-liability partnership, if the registered

limited-liability partnership has filed a certificate of amendment, $50.

      4.  For signing, certifying or filing any

certificate or record not required by NRS 87.440 to

87.540, inclusive, and 87.560,

$50.

      5.  For any copies provided by the Office

of the Secretary of State, $2 per page.

      6.  For examining and provisionally

approving any record before the record is presented for filing, $125.

      (Added to NRS by 1995, 1470; A 1999, 1620; 2001, 1397, 3186, 3199; 2003, 3146; 2003, 20th

Special Session, 83; 2005, 2264; 2009, 1700)

      NRS 87.560  Operation of domestic partnership in another jurisdiction;

registration of foreign registered limited-liability partnership.

      1.  To the extent permitted by the law of

that jurisdiction:

      (a) A partnership, including a registered

limited-liability partnership, formed and existing under this chapter, may

conduct its business, carry on its operations, and exercise the powers granted

by this chapter in any state, territory, district or possession of the United

States or in any foreign country.

      (b) The internal affairs of a partnership,

including a registered limited-liability partnership, formed and existing under

this chapter, including the liability of partners for debts, obligations and

liabilities of or chargeable to the partnership, are governed by the law of

this State.

      2.  Subject to any statutes for the

regulation and control of specific types of business, a registered

limited-liability partnership, formed and existing under the law of another

jurisdiction, may do business in this State if it first registers with the

Secretary of State pursuant to the provisions of NRS

87.440 to 87.500, inclusive, and 87.5405 to 87.544,

inclusive.

      3.  The name of a partnership that is

registered as a limited-liability partnership in another jurisdiction and doing

business in this State must contain the words “Limited-Liability Partnership”

or “Registered Limited-Liability Partnership” or the abbreviations “L.L.P.” or

“LLP,” or such other words or abbreviations as may be required or authorized by

the law of the other jurisdiction, as the last words or letters of the name.

      (Added to NRS by 1995, 1468; A 2009, 1700)

      NRS 87.565  Secretary of State authorized to adopt certain regulations to

allow partnership to carry out powers and duties through most recent

technology.  The Secretary of State

may adopt regulations to define, for the purposes of certain provisions of this

chapter, the terms “meeting,” “writing,” “written” and other terms to allow a

partnership or other entity which is subject to the provisions of this chapter

to carry out its powers and duties as prescribed by this chapter through the

use of the most recent technology available including, without limitation, the

use of electronic communications, videoconferencing and telecommunications.

      (Added to NRS by 2011, 780)

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