[Rev. 2/10/2015 4:07:36
PM--2014R2]
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)
