[Rev. 2/10/2015 4:08:15
PM--2014R2]
CHAPTER 87A - UNIFORM LIMITED PARTNERSHIP
ACT (2001)
GENERAL PROVISIONS
NRS 87A.005 Short
title.
NRS 87A.010 Definitions.
NRS 87A.015 “Certificate
of limited partnership” defined.
NRS 87A.020 “Contribution”
defined.
NRS 87A.025 “Debtor
in bankruptcy” defined.
NRS 87A.030 “Designated
office” defined.
NRS 87A.035 “Distribution”
defined.
NRS 87A.040 “Foreign
limited partnership” defined.
NRS 87A.045 “Foreign
registered limited-liability limited partnership” defined.
NRS 87A.050 “General
partner” defined.
NRS 87A.055 “Limited
partner” defined.
NRS 87A.060 “Limited
partnership” defined.
NRS 87A.065 “Partner”
defined.
NRS 87A.070 “Partnership
agreement” defined.
NRS 87A.075 “Person”
defined.
NRS 87A.080 “Person
withdrawn as a general partner” defined.
NRS 87A.085 “Principal
office” defined.
NRS 87A.095 “Registered
agent” defined.
NRS 87A.100 “Registered
limited-liability limited partnership” defined.
NRS 87A.105 “Required
information” defined.
NRS 87A.108 “Restricted
limited partnership” defined.
NRS 87A.120 “State”
defined.
NRS 87A.130 “Transfer”
defined.
NRS 87A.135 “Transferable
interest” defined.
NRS 87A.140 “Transferee”
defined.
NRS 87A.145 Applicability.
NRS 87A.147 Secretary
of State authorized to adopt certain regulations to allow limited partnership
to carry out powers and duties through most recent technology.
NRS 87A.150 Knowledge
and notice.
NRS 87A.155 Nature,
purpose and duration of entity; prohibition against organization for certain
illegal purposes.
NRS 87A.160 Powers.
NRS 87A.165 Governing
law.
NRS 87A.170 Supplemental
principles of law; rate of interest.
NRS 87A.175 Name
of partnership: Distinguishable name required; limitations; availability of
name of forfeited, merged or otherwise terminated partnership; regulations.
NRS 87A.180 Name
of partnership: Reservation; transfer of right to exclusive use of reserved
name.
NRS 87A.185 Name
of partnership: Reinstatement under old or new name; regulations.
NRS 87A.190 Effect
of partnership agreement; nonwaivable provisions.
NRS 87A.195 Information
required to be maintained at designated office.
NRS 87A.200 Statement
to be maintained at registered office or principal place of business;
requirement to assist in criminal investigation; failure to comply; regulations.
NRS 87A.205 Business
transactions of partner with partnership.
NRS 87A.210 Dual
capacity.
NRS 87A.215 Registered
agent required; maintenance of records at office in State; change of address.
NRS 87A.220 Registered
agent: Revocation of appointment; change of name.
NRS 87A.225 Resignation
of registered agent or termination of registration of commercial registered
agent.
NRS 87A.230 Consent
and proxies of partners.
FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP AND OTHER
FILINGS
NRS 87A.235 Formation
of limited partnership; certificate of limited partnership.
NRS 87A.237 Penalty
for purporting to do business as limited partnership without registration;
enforcement; regulations.
NRS 87A.240 Amendment
or restatement of certificate.
NRS 87A.245 Statement
of termination.
NRS 87A.250 Signing
of records.
NRS 87A.255 Signing
and filing pursuant to judicial order.
NRS 87A.260 Form
required for filing of records.
NRS 87A.265 Procedure
to submit replacement page to Secretary of State before actual filing of
record.
NRS 87A.270 Filing
of records written in language other than English.
NRS 87A.275 Correction
of inaccurate or defective record filed with Secretary of State; cancellation
of filings.
NRS 87A.280 Partnership
records: Microfilming; imaging; return.
NRS 87A.285 Liability
for false information in filed record.
NRS 87A.290 Annual
list: Filing requirements; fees; notice; regulations.
NRS 87A.295 Additional
filing requirements for certain partnerships: Criteria; statement; fees.
NRS 87A.300 Certificate
of authorization to transact business; identification of defaulting
partnerships; reinstatement of partnership which is unit-owners’ association;
forfeiture and penalty.
NRS 87A.305 Defaulting
partnerships: Duties of Secretary of State; revocation of certificate; assets
held in trust.
NRS 87A.310 Defaulting
partnerships: Conditions and procedure for reinstatement.
NRS 87A.315 Fees.
LIMITED PARTNERS
NRS 87A.320 Becoming
limited partner.
NRS 87A.325 No
right or power as limited partner to bind limited partnership.
NRS 87A.330 No
liability as limited partner for limited partnership obligations.
NRS 87A.335 Right
of limited partner and former limited partner to information.
NRS 87A.340 Limited
duties of limited partners.
NRS 87A.345 Person
erroneously believing self to be limited partner.
GENERAL PARTNERS
NRS 87A.350 Becoming
general partner.
NRS 87A.355 General
partner agent of limited partnership.
NRS 87A.360 Limited
partnership liable for actionable conduct of general partner.
NRS 87A.365 Liability
of general partner.
NRS 87A.370 Actions
by and against partnership and partners.
NRS 87A.375 Management
rights of general partner.
NRS 87A.380 Right
of general partner and former general partner to information.
NRS 87A.385 General
standards of conduct of general partner.
CONTRIBUTIONS AND DISTRIBUTIONS
NRS 87A.390 Form
of contribution.
NRS 87A.395 Liability
for contribution.
NRS 87A.400 Sharing
of distributions.
NRS 87A.405 Interim
distributions.
NRS 87A.410 No
distribution on account of withdrawal.
NRS 87A.415 Distribution
in kind.
NRS 87A.420 Right
to distribution.
NRS 87A.425 Limitations
on distribution.
NRS 87A.427 Limitations
on distributions applicable to restricted limited partnerships.
NRS 87A.430 Liability
for improper distributions.
WITHDRAWAL
NRS 87A.435 Withdrawal
as limited partner.
NRS 87A.440 Effect
of withdrawal as limited partner.
NRS 87A.445 Withdrawal
as general partner.
NRS 87A.450 Power
of person to withdraw as general partner; wrongful withdrawal.
NRS 87A.455 Effect
of withdrawal as general partner.
NRS 87A.460 Power
to bind and liability to limited partnership before dissolution of partnership
of person withdrawn as general partner.
NRS 87A.465 Liability
to other persons of person withdrawn as general partner.
TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS
NRS 87A.470 Transferable
interest of partner.
NRS 87A.475 Transfer
of transferable interest of partner.
NRS 87A.480 Rights
and remedies of creditor of partner.
NRS 87A.485 Power
of estate of deceased partner.
DISSOLUTION
NRS 87A.490 Nonjudicial
dissolution.
NRS 87A.495 Judicial
dissolution.
NRS 87A.500 Winding
up.
NRS 87A.505 Power
of general partner and person withdrawn as general partner to bind partnership
after dissolution.
NRS 87A.510 Liability
after dissolution of general partner and person withdrawn as general partner to
limited partnership, other general partners and persons withdrawn as general
partner.
NRS 87A.515 Known
claims against dissolved limited partnership.
NRS 87A.520 Other
claims against dissolved limited partnership.
NRS 87A.525 Liability
of general partner and person withdrawn as general partner when claim against
limited partnership barred.
NRS 87A.530 Disposition
of assets; when contributions are required.
FOREIGN LIMITED PARTNERSHIPS
NRS 87A.535 Governing
law.
NRS 87A.540 Filing
requirements; prohibition against registration for certain illegal purposes;
required provisions of application for registration.
NRS 87A.545 Issuance
of certificate of registration by Secretary of State.
NRS 87A.550 Registration
of name.
NRS 87A.555 Amendments
to application for registration.
NRS 87A.560 Annual
list: Filing requirements; fees; powers and duties of Secretary of State;
regulations.
NRS 87A.565 Additional
filing requirements for certain partnerships: Criteria; statement; fees.
NRS 87A.570 Certificate
of authorization to transact business.
NRS 87A.575 Addresses
of general partners required; failure to file.
NRS 87A.580 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 87A.585 Defaulting
partnerships: Identification; forfeiture of right to transact business;
penalty.
NRS 87A.590 Defaulting
partnerships: Duties of Secretary of State.
NRS 87A.595 Defaulting
partnerships: Conditions and procedure for reinstatement.
NRS 87A.600 Defaulting
partnerships: Reinstatement under old or new name; regulations.
NRS 87A.605 Cancellation
of registration.
NRS 87A.610 Penalty
for transacting business without registration; enforcement; regulations.
NRS 87A.615 Activities
not constituting transaction of business.
NRS 87A.620 Determination
of whether solicitation is made or accepted.
NRS 87A.625 Action
by Attorney General to restrain transaction of business.
REGISTERED LIMITED-LIABILITY LIMITED PARTNERSHIPS
NRS 87A.630 Filing
requirements; prohibition against registration for certain illegal purposes;
required and optional provisions of certificate of registration.
NRS 87A.632 Penalty
for purporting to do business as registered limited-liability limited
partnership without registration; enforcement; regulations.
NRS 87A.635 Name
of partnership: Distinguishable name required; limitations; availability of
name of forfeited, merged or otherwise terminated partnership; regulations.
NRS 87A.640 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 87A.645 Termination
of registration.
NRS 87A.650 Status
of partnership and liability of partners not affected by errors in certain
filed information.
NRS 87A.652 Penalty
for purporting to transact business as foreign registered limited-liability
limited partnership without registration; enforcement; regulations.
NRS 87A.655 Name
of foreign partnership.
ACTIONS BY PARTNERS
NRS 87A.660 Direct
action by partner.
NRS 87A.665 Derivative
action.
NRS 87A.670 Proper
plaintiff.
NRS 87A.675 Pleading.
NRS 87A.680 Proceeds
and expenses.
MISCELLANEOUS PROVISIONS
NRS 87A.685 Uniformity
of application and construction.
NRS 87A.690 Relation
to Electronic Signatures in Global and National Commerce Act.
NRS 87A.695 Provisions
for existing partnerships.
NRS 87A.700 Operation
of domestic partnership in another jurisdiction.
_________
GENERAL PROVISIONS
NRS 87A.005 Short title. This
chapter may be cited as the Uniform Limited Partnership Act (2001).
(Added to NRS by 2007, 437)
NRS 87A.010 Definitions. As
used in this chapter, unless the context otherwise requires, the words and
terms defined in NRS 87A.015 to 87A.140, inclusive, have the meanings ascribed to
them in those sections.
(Added to NRS by 2007, 437; A 2009, 1702)
NRS 87A.015 “Certificate of limited partnership” defined. “Certificate of limited partnership” means the
certificate required by NRS 87A.235. The term
includes the certificate as amended or restated.
(Added to NRS by 2007, 437)
NRS 87A.020 “Contribution” defined. “Contribution,”
except in the phrase “right of contribution,” means any benefit provided by a
person to a limited partnership in order to become a partner or in the person’s
capacity as a partner.
(Added to NRS by 2007, 437)
NRS 87A.025 “Debtor in bankruptcy” defined. “Debtor
in bankruptcy” means a person that 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 2007, 437)
NRS 87A.030 “Designated office” defined. “Designated
office” means:
1. With respect to a limited partnership,
the office that the limited partnership is required to designate and maintain
under NRS 87A.215; and
2. With respect to a foreign limited
partnership, its principal office.
(Added to NRS by 2007, 437)
NRS 87A.035 “Distribution” defined. “Distribution”
means a transfer of money or other property from a limited partnership to a partner
in the partner’s capacity as a partner or to a transferee on account of a
transferable interest owned by the transferee.
(Added to NRS by 2007, 437)
NRS 87A.040 “Foreign limited partnership” defined. “Foreign
limited partnership” means a partnership formed under the laws of a
jurisdiction other than this State and required by those laws to have one or
more general partners and one or more limited partners. The term includes a
foreign limited-liability limited partnership.
(Added to NRS by 2007, 438)
NRS 87A.045 “Foreign registered limited-liability limited partnership”
defined. “Foreign registered
limited-liability limited partnership” means a foreign limited-liability
limited partnership:
1. Formed pursuant to an agreement
governed by the laws of another state; and
2. Registered pursuant to and complying
with NRS 87A.535 to 87A.625,
inclusive, and 87A.655.
(Added to NRS by 2007, 438)
NRS 87A.050 “General partner” defined. “General
partner” means:
1. With respect to a limited partnership,
a person that:
(a) Becomes a general partner under NRS 87A.350; or
(b) Was a general partner in a limited
partnership subject to chapter 88 of NRS when
the limited partnership voluntarily elected to become subject to this chapter;
and
2. With respect to a foreign limited
partnership, a person that has rights, powers and obligations similar to those
of a general partner in a limited partnership.
(Added to NRS by 2007, 438)
NRS 87A.055 “Limited partner” defined. “Limited
partner” means:
1. With respect to a limited partnership,
a person that:
(a) Becomes a limited partner under NRS 87A.320; or
(b) Was a limited partner in a limited
partnership subject to chapter 88 of NRS when
the limited partnership voluntarily elected to become subject to this chapter;
and
2. With respect to a foreign limited partnership,
a person that has rights, powers and obligations similar to those of a limited
partner in a limited partnership.
(Added to NRS by 2007, 438)
NRS 87A.060 “Limited partnership” defined. “Limited
partnership,” except in the phrases “foreign limited partnership,” “foreign
limited-liability limited partnership” and “foreign registered
limited-liability limited partnership,” means an entity, having one or more
general partners and one or more limited partners, which is formed under this
chapter by two or more persons. The term includes a registered
limited-liability limited partnership and a restricted limited partnership.
(Added to NRS by 2007, 438; A 2009, 1702)
NRS 87A.065 “Partner” defined. “Partner”
means a limited partner or general partner.
(Added to NRS by 2007, 438)
NRS 87A.070 “Partnership agreement” defined. “Partnership
agreement” means the partners’ agreement, whether oral, implied, in a record,
or in any combination, concerning the limited partnership. The term includes
the agreement as amended.
(Added to NRS by 2007, 438)
NRS 87A.075 “Person” defined. “Person”
means any natural person, corporation, business trust, estate, trust,
partnership, limited-liability company, association, joint venture, government,
governmental subdivision, agency or instrumentality, any public corporation or
any other legal or commercial entity.
(Added to NRS by 2007, 438)
NRS 87A.080 “Person withdrawn as a general partner” defined. “Person withdrawn as a general partner” means
a person withdrawn as a general partner of a limited partnership.
(Added to NRS by 2007, 438)
NRS 87A.085 “Principal office” defined. “Principal
office” means the office where the principal executive office of a limited
partnership or foreign limited partnership is located, whether or not the
office is located in this State.
(Added to NRS by 2007, 438)
NRS 87A.095 “Registered agent” defined. “Registered
agent” has the meaning ascribed to it in NRS
77.230.
(Added to NRS by 2007, 439)—(Substituted
in revision for NRS 87A.107)
NRS 87A.100 “Registered limited-liability limited partnership” defined. “Registered limited-liability limited
partnership” means a limited partnership:
1. Formed pursuant to an agreement
governed by this chapter; and
2. Registered pursuant to and complying
with NRS 87A.630 to 87A.655,
inclusive.
(Added to NRS by 2007, 438; A 2009, 1703)
NRS 87A.105 “Required information” defined. “Required
information” means the information that a limited partnership is required to
maintain under NRS 87A.195.
(Added to NRS by 2007, 439)
NRS 87A.108 “Restricted limited partnership” defined. “Restricted limited partnership” means a
limited partnership organized and existing under this chapter that elects to
include the optional provisions permitted by NRS
87A.235.
(Added to NRS by 2009, 1700)
NRS 87A.120 “State” defined. “State”
means a state of the United States, the District of Columbia, Puerto Rico, the
United States Virgin Islands or any territory or insular possession subject to
the jurisdiction of the United States.
(Added to NRS by 2007, 439)
NRS 87A.130 “Transfer” defined. “Transfer”
includes an assignment, conveyance, deed, bill of sale, lease, mortgage,
security interest, encumbrance, gift and transfer by operation of law.
(Added to NRS by 2007, 439)
NRS 87A.135 “Transferable interest” defined. “Transferable
interest” means a partner’s right to receive distributions.
(Added to NRS by 2007, 439)
NRS 87A.140 “Transferee” defined. “Transferee”
means a person to which all or part of a transferable interest has been
transferred, whether or not the transferor is a partner.
(Added to NRS by 2007, 439)
NRS 87A.145 Applicability. The
provisions of this chapter apply to a limited partnership:
1. Which was formed before, on or after
October 1, 2007, and which voluntarily elects to be governed by the provisions
of this chapter; or
2. Which is formed on or after October 1,
2007, and which does not voluntarily elect to be governed by the provisions of chapter 88 of NRS.
(Added to NRS by 2007, 439)
NRS 87A.147 Secretary of State authorized to adopt certain regulations to
allow limited 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 similar terms to
allow a limited 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)
NRS 87A.150 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;
(c) Has reason to know it exists from all of the
facts known to the person at the time in question; or
(d) Has notice of it under subsection 3 or 4.
3. A certificate of limited partnership on
file in the Office of the Secretary of State is notice that the partnership is
a limited partnership and the persons designated in the certificate as general
partners are general partners. Except as otherwise provided in subsection 4,
the certificate is not notice of any other fact.
4. A person has notice of:
(a) Another person’s withdrawal as a general
partner, 90 days after the effective date of an amendment to the certificate of
limited partnership which states that the other person has withdrawn or 90 days
after the effective date of a certificate of withdrawal pertaining to the other
person, whichever occurs first;
(b) A limited partnership’s dissolution, 90 days
after the effective date of an amendment to the certificate of limited
partnership stating that the limited partnership is dissolved;
(c) A limited partnership’s termination, 90 days
after the effective date of a certificate of cancellation;
(d) A limited partnership’s conversion, 90 days
after the effective date of the articles of conversion; or
(e) A merger, 90 days after the effective date of
the articles of merger.
5. A person notifies or gives a notification
to another person by taking steps reasonably required to inform the other
person in ordinary course, whether or not the other person learns of it.
6. A person receives a notification when
the notification:
(a) Comes to the person’s attention; or
(b) Is delivered at the person’s place of
business or at any other place held out by the person as a place for receiving
communications.
7. Except as otherwise provided in
subsection 8, 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 for the person 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. A person other than a natural person exercises reasonable
diligence if it maintains reasonable routines for communicating significant
information to the natural person conducting the transaction for the person 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.
8. A general partner’s knowledge, notice,
or receipt of a notification of a fact relating to the limited partnership is
effective immediately as knowledge of, notice to, or receipt of a notification
by the limited partnership, except in the case of a fraud on the limited
partnership committed by or with the consent of the general partner. A limited
partner’s knowledge, notice, or receipt of a notification of a fact relating to
the limited partnership is not effective as knowledge of, notice to, or receipt
of a notification by the limited partnership.
(Added to NRS by 2007, 439)
NRS 87A.155 Nature, purpose and duration of entity; prohibition against
organization for certain illegal purposes.
1. A limited partnership is an entity
distinct from its partners. A limited partnership is the same entity regardless
of whether the limited partnership has registered as a registered
limited-liability limited partnership.
2. A limited partnership may be organized
under this chapter for any lawful purpose. A person shall not organize a
limited 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.
3. A limited partnership has a perpetual
duration.
(Added to NRS by 2007, 440; A 2013, 871)
NRS 87A.160 Powers. A limited
partnership has the powers to do all things necessary or convenient to carry on
its activities, including the power to sue, be sued and defend in its own name
and to maintain an action against a partner for harm caused to the limited
partnership by a breach of the partnership agreement or violation of a duty to
the partnership.
(Added to NRS by 2007, 440)
NRS 87A.165 Governing law. The
law of this State governs:
1. Relations among the partners of a
limited partnership and between the partners and the limited partnership; and
2. The liability of partners as partners
for an obligation of the limited partnership.
(Added to NRS by 2007, 440)
NRS 87A.170 Supplemental principles of law; rate of interest.
1. Unless displaced by particular
provisions of this chapter, the principles of law and equity supplement this
chapter.
2. If an obligation to pay interest arises
under this chapter and the rate is not specified, the rate is that specified in
NRS 99.040.
(Added to NRS by 2007, 441)
NRS 87A.175 Name of partnership: Distinguishable name required; limitations;
availability of name of forfeited, merged or otherwise terminated partnership;
regulations.
1. Except as otherwise provided in NRS 87A.635, the name proposed for a limited
partnership as set forth in its certificate of limited partnership:
(a) Must contain the words “Limited Partnership,”
or the abbreviation “LP” or “L.P.”;
(b) May contain the name of any partner; and
(c) 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 on the certificate of limited partnership submitted to
the Secretary of State is not distinguishable from any name on file or reserved
name, the Secretary of State shall return the certificate to the filer, unless
the written, acknowledged consent to the use of the same or the requested
similar name of the holder of the name on file or reserved name accompanies the
certificate of limited partnership.
2. For the purposes of this section, a
proposed name is not distinguished 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 limited partnership for any limited partnership
formed or existing pursuant to the laws of this State which provides that the
name of the limited partnership contains the word “accountant,” “accounting,”
“accountancy,” “auditor” or “auditing” unless the Nevada State Board of
Accountancy certifies that the limited 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 limited
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 limited partnership for any limited partnership
formed or existing pursuant to the laws of this State which provides that the
name of the limited partnership contains the word “bank” or “trust” unless:
(a) It appears from the certificate of limited
partnership that the limited 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 limited partnership is
first approved by the Commissioner of Financial Institutions.
5. The Secretary of State shall not accept
for filing any certificate of limited partnership for any limited partnership
formed or existing pursuant to the provisions of this chapter if it appears
from the certificate of limited partnership that the business to be carried on
by the limited partnership is subject to supervision by the Commissioner of
Insurance or by the Commissioner of Financial Institutions, unless the
certificate of limited partnership is approved by the Commissioner who will
supervise the business of the limited partnership.
6. Except as otherwise provided in
subsection 5, the Secretary of State shall not accept for filing any
certificate of limited partnership for any limited partnership formed or
existing pursuant to the laws of this State which provides that the name of the
limited 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 limited 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 limited 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 limited partnership for any limited partnership formed or
existing pursuant to the laws of this State which provides that the name of the
limited 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 limited 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 limited 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 limited partnership for any limited partnership
formed or existing pursuant to the laws of this State which provides that the
name of the limited 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 limited
partnership that the purpose of the limited 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 limited 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 limited 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 2007, 441)
NRS 87A.180 Name of partnership: Reservation; transfer of right to exclusive
use of reserved name.
1. The exclusive right to the use of a
name may be reserved by:
(a) Any person intending to organize a limited
partnership under this chapter and to adopt that name;
(b) Any domestic limited partnership or any
foreign limited partnership registered in this State which, in either case,
intends to adopt that name;
(c) Any foreign limited partnership intending to
register in this State and adopt that name; and
(d) Any person intending to organize a foreign
limited partnership and intending to have it registered in this State and adopt
that name.
2. The reservation must be made by filing
with the Secretary of State an application, signed by the applicant, to reserve
a specified name. If the Secretary of State finds that the name is available
for use by a domestic or foreign limited partnership, the Secretary of State
shall reserve the name for the exclusive use of the applicant for a period of
90 days. The right to the exclusive use of a reserved name may be transferred
to any other person by filing in the Office of the Secretary of State a notice
of the transfer, signed by the applicant for whom the name was reserved and
specifying the name and address of the transferee.
(Added to NRS by 2007, 442)
NRS 87A.185 Name of partnership: Reinstatement under old or new name;
regulations.
1. Except as otherwise provided in
subsection 2, if a limited partnership applies to reinstate its right to
transact business but its name has been legally reserved or 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 limited partnership shall submit
in writing to the Secretary of State some other name under which it desires its
right to be reinstated. If that name is distinguishable from all other names
reserved or otherwise on file, the Secretary of State shall reinstate the
limited partnership under that new name.
2. If the applying limited partnership
submits the written, acknowledged consent of the other artificial person having
the name, or the person who has reserved the name, that is not distinguishable
from the old name of the applying limited 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 thereof.
4. The Secretary of State may adopt
regulations that interpret the requirements of this section.
(Added to NRS by 2007, 443)
NRS 87A.190 Effect of partnership agreement; nonwaivable provisions.
1. Except as otherwise provided in
subsection 2, the partnership agreement governs relations among the partners
and between the partners and the partnership. To the extent the partnership
agreement does not otherwise provide, this chapter governs relations among the
partners and between the partners and the partnership.
2. A partnership agreement may not:
(a) Vary a limited partnership’s power under NRS 87A.160 to sue, be sued and defend in its own
name;
(b) Vary the law applicable to a limited
partnership under NRS 87A.165;
(c) Vary the requirements of NRS 87A.250;
(d) Vary the information required under NRS 87A.195 or unreasonably restrict the right to
information under NRS 87A.335 or 87A.380, but the partnership agreement may impose
reasonable restrictions on the availability and use of information obtained
under those sections and may define appropriate remedies, including liquidated
damages, for a breach of any reasonable restriction on use;
(e) Eliminate the duty of loyalty under NRS 87A.385, but the partnership agreement may:
(1) Identify specific types or categories
of activities that do not violate the duty of loyalty, if not manifestly
unreasonable; and
(2) Specify the number or percentage of
partners which may authorize or ratify, after full disclosure to all partners
of all material facts, a specific act or transaction that otherwise would
violate the duty of loyalty;
(f) Unreasonably reduce the duty of care under
subsection 3 of NRS 87A.385;
(g) Eliminate the obligation of good faith and
fair dealing under subsection 2 of NRS 87A.340 and
subsection 4 of NRS 87A.385, 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;
(h) Vary the power of a person to withdraw as a
general partner under subsection 1 of NRS 87A.450
except to require that the notice under subsection 1 of NRS
87A.445 be in a record;
(i) Vary the power of a court to decree
dissolution in the circumstances specified in NRS
87A.495;
(j) Vary the requirement to wind up the
partnership’s business as specified in NRS 87A.500;
(k) Unreasonably restrict the right to maintain
an action under NRS 87A.660 to 87A.680, inclusive;
(l) Restrict the right of a partner to approve a
conversion or merger; or
(m) Restrict rights under this chapter of a
person other than a partner or a transferee.
(Added to NRS by 2007, 443)
NRS 87A.195 Information required to be maintained at designated office. A limited partnership shall maintain at its
designated office the following information:
1. A current list showing the full name
and last known street and mailing address of each partner, separately
identifying the general partners, in alphabetical order, and the limited
partners, in alphabetical order.
2. A copy of the certificate of limited
partnership and all amendments to and restatements of the certificate, together
with signed copies of any powers of attorney under which any certificate, amendment
or restatement has been signed.
3. A copy of any filed articles of
conversion or merger.
4. A copy of the limited partnership’s
federal, state and local income tax returns and reports, if any, for the 3 most
recent years.
5. A copy of any partnership agreement
made in a record and any amendment made in a record to any partnership
agreement.
6. A copy of any financial statement of
the limited partnership for the 3 most recent years.
7. A copy of the three most recent annual
lists filed with the Secretary of State pursuant to NRS
87A.290.
8. A copy of any record made by the
limited partnership during the past 3 years of any consent given by or vote
taken of any partner pursuant to this chapter or the partnership agreement.
9. Unless contained in a partnership
agreement made in a record, a record stating:
(a) The amount of cash, and a description and
statement of the agreed value of the other benefits, contributed and agreed to
be contributed by each partner;
(b) The times at which, or events on the
happening of which, any additional contributions agreed to be made by each
partner are to be made;
(c) For any person that is both a general partner
and a limited partner, a specification of what transferable interest the person
owns in each capacity; and
(d) Any events upon the happening of which the
limited partnership is to be dissolved and its activities wound up.
Ê In lieu of
keeping at the designated office the information required in subsections 1, 4
and 6 to 9, inclusive, the limited partnership may keep a statement with the
registered agent setting out the name of the custodian of the information
required in subsections 1, 4 and 6 to 9, inclusive, and the present and complete
post office address, including street and number, if any, where the information
required in subsections 1, 4 and 6 to 9, inclusive, is kept.
(Added to NRS by 2007, 444; A 2009, 1703)
NRS 87A.200 Statement to be maintained at registered office or principal
place of business; requirement to assist in criminal investigation; failure to
comply; regulations.
1. A limited partnership shall maintain at
its registered office or principal place of business in this State a statement
indicating where the list required pursuant to subsection 1 of NRS 87A.195 is maintained.
2. Upon the request of the Secretary of
State, the limited partnership shall:
(a) Provide the Secretary of State with the name
and contact information of the custodian of the list described in subsection 1,
if different than the registered agent for such limited partnership. 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 custodian of 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 limited 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 of NRS 87A.195; or
(b) Answer any interrogatory submitted by the
Secretary of State that will assist in the criminal investigation.
4. If a limited 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 limited partnership to transact any business in
this State.
5. The Secretary of State shall not
reinstate or revive the right of a limited partnership to transact any business
in this State that was revoked or suspended pursuant to subsection 4 unless:
(a) The limited 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 limited 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, 1345; A 2009, 1703,
2844)
NRS 87A.205 Business transactions of partner with partnership. A partner may lend money to and transact other
business with the limited partnership and has the same rights and obligations
with respect to the loan or other transaction as a person that is not a
partner.
(Added to NRS by 2007, 445)
NRS 87A.210 Dual capacity. A
person may be both a general partner and a limited partner. A person that is
both a general and limited partner has the rights, powers, duties and
obligations provided by this chapter and the partnership agreement in each of
those capacities. When the person acts as a general partner, the person is
subject to the obligations, duties and restrictions under this chapter and the
partnership agreement for general partners. When the person acts as a limited
partner, the person is subject to the obligations, duties and restrictions
under this chapter and the partnership agreement for limited partners.
(Added to NRS by 2007, 445)
NRS 87A.215 Registered agent required; maintenance of records at office in
State; change of address.
1. Each limited partnership shall
designate and continuously maintain in this State:
(a) An office, which may but need not be a place
of its business in this State, at which must be kept the records required by NRS 87A.195 to be maintained; and
(b) A registered agent.
2. Within 30 days after changing the
location of the office which contains records for a limited partnership, a
general partner of the limited partnership shall file a certificate of a change
in address with the Secretary of State which sets forth the name of the limited
partnership, the previous address of the office which contains records and the
new address of the office which contains records.
(Added to NRS by 2007, 445)
NRS 87A.220 Registered agent: Revocation of appointment; change of name.
1. If a limited partnership created
pursuant to this chapter desires to change its registered agent, the change may
be effected by filing with the Secretary of State a certificate of change of
registered agent, signed by a general partner, which sets forth:
(a) The name of the limited partnership;
(b) The name and street address of its present
registered agent; and
(c) The name and street address of the new
registered agent.
2. The new registered agent’s certificate
of acceptance must be a part of or attached to the certificate of change of
registered agent.
3. If the name of a registered agent is
changed as a result of a merger, conversion, exchange, sale, reorganization or amendment,
the registered agent shall:
(a) File with the Secretary of State a
certificate of name change of registered agent that includes:
(1) The current name of the registered
agent as filed with the Secretary of State;
(2) The new name of the registered agent;
and
(3) The name and file number of each
artificial person formed, organized, registered or qualified pursuant to the
provisions of this title that the registered agent represents; and
(b) Pay to the Secretary of State a filing fee of
$100.
4. A change authorized by this section
becomes effective upon the filing of the proper certificate of change.
(Added to NRS by 2007, 445)
NRS 87A.225 Resignation of registered agent or 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 limited
partnership, before the effective date of the resignation or termination, shall
file with the Secretary of State a statement of change of registered agent
pursuant to NRS 77.340.
2. Each limited partnership which fails to
comply with subsection 1 shall be deemed in default and is subject to the
provisions of NRS 87A.300 and 87A.305.
3. As used in this section “commercial
registered agent” has the meaning ascribed to it in NRS 77.040.
(Added to NRS by 2007, 446; A 2013, 871)
NRS 87A.230 Consent and proxies of partners. Action
requiring the consent of partners under this chapter may be taken without a
meeting, and a partner may appoint a proxy to consent or otherwise act for the
partner by signing an appointment record, either personally or by the partner’s
attorney in fact.
(Added to NRS by 2007, 446)
FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP AND OTHER
FILINGS
NRS 87A.235 Formation of limited partnership; certificate of limited
partnership.
1. In order for a limited partnership to
be formed, a certificate of limited partnership must be delivered to the
Secretary of State for filing. The certificate must state:
(a) The name of the limited partnership;
(b) The information required pursuant to NRS 77.310;
(c) The name and the street and mailing address
of each general partner;
(d) Any additional information required by chapter 92A of NRS; and
(e) If the limited partnership is to be a
restricted limited partnership, a statement to that effect.
2. A certificate of limited partnership
may also contain any other matters but may not vary or otherwise affect the
provisions specified in subsection 2 of NRS 87A.190
in a manner inconsistent with that section.
3. If there has been substantial
compliance with subsection 1, a limited partnership is formed on the later of
the filing of the certificate of limited partnership or a date specified in the
certificate of limited partnership.
4. Subject to subsection 2, if any provision
of a partnership agreement is inconsistent with the filed certificate of
limited partnership or with a filed certificate of withdrawal, certificate of
cancellation or statement of change or filed articles of conversion or merger:
(a) The partnership agreement prevails as to
partners and transferees; and
(b) The filed certificate of limited partnership,
certificate of withdrawal, certificate of cancellation or statement of change
or articles of conversion or merger prevail as to persons, other than partners
and transferees, that reasonably rely on the filed record to their detriment.
(Added to NRS by 2007, 446; A 2009, 1704)
NRS 87A.237 Penalty for purporting to do business as limited partnership
without registration; enforcement; regulations.
1. Every person, other than a foreign
limited partnership, who is purporting to do business in this State as a
limited partnership and who willfully fails or neglects to file with the
Secretary of State a certificate of limited partnership 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, other than a foreign limited 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 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 limited
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, 1701;
A 2013, 871)
NRS 87A.240 Amendment or restatement of certificate.
1. In order to amend its certificate of
limited partnership, a limited partnership must deliver to the Secretary of
State for filing an amendment or articles of merger stating:
(a) The name of the limited partnership; and
(b) The changes the amendment makes to the
certificate as most recently amended or restated.
2. A limited partnership shall promptly
deliver to the Secretary of State for filing an amendment to a certificate of
limited partnership to reflect:
(a) The admission of a new general partner;
(b) The withdrawal of a person as a general
partner; or
(c) The appointment of a person to wind up the
limited partnership’s activities under subsection 3 or 4 of NRS 87A.500.
3. A general partner that knows that any
information in a filed certificate of limited partnership was false when the
certificate was filed or has become false due to changed circumstances shall
promptly:
(a) Cause the certificate to be amended; or
(b) If appropriate, deliver to the Secretary of
State for filing a certificate of correction pursuant to NRS 87A.275.
4. A certificate of limited partnership
may be amended at any time for any other proper purpose as determined by the
limited partnership.
5. A restated certificate of limited
partnership may be delivered to the Secretary of State for filing in the same
manner as an amendment.
6. An amendment or restated certificate is
effective at the time of the filing of the amendment or restated certificate
with the Secretary of State or upon a later date and time as specified in the
amendment or restated certificate, which date must not be more than 90 days
after the date on which the amendment or restated certificate is filed. If an
amendment or restated certificate filed pursuant to this section specifies a
later effective date but does not specify an effective time, the amendment or restated
certificate is effective at 12:01 a.m. in the Pacific time zone on the
specified later date.
(Added to NRS by 2007, 447; A 2011, 2802)
NRS 87A.245 Statement of termination. A
dissolved limited partnership that has completed winding up may deliver to the
Secretary of State for filing a certificate of cancellation that states:
1. The name of the limited partnership;
and
2. Any other information as determined by
the general partners filing the statement or by a person appointed pursuant to
subsection 3 or 4 of NRS 87A.500.
(Added to NRS by 2007, 448)
NRS 87A.250 Signing of records.
1. Each record delivered to the Secretary
of State for filing pursuant to this chapter must be signed in the following
manner:
(a) A certificate of limited partnership must be
signed by all general partners listed in the certificate.
(b) An amendment designating as general partner a
person admitted under paragraph (b) of subsection 3 of NRS
87A.490 following the withdrawal of a limited partnership’s last general
partner must be signed by that person.
(c) An amendment required by subsection 3 of NRS 87A.500 following the appointment of a person to
wind up the dissolved limited partnership’s activities must be signed by that
person.
(d) Any other amendment must be signed by:
(1) At least one general partner listed in
the certificate;
(2) Each other person designated in the
amendment as a new general partner; and
(3) Each person that the amendment
indicates has withdrawn as a general partner, unless:
(I) The person is deceased or a
guardian or general conservator has been appointed for the person and the
amendment so states; or
(II) The person has previously
delivered to the Secretary of State for filing a certificate of withdrawal.
(e) A restated certificate of limited partnership
must be signed by at least one general partner listed in the certificate, and,
to the extent the restated certificate effects a change under any other
paragraph of this subsection, the certificate must be signed in a manner that
satisfies that paragraph.
(f) A certificate of cancellation must be signed
by all general partners listed in the certificate or, if the certificate of a
dissolved limited partnership lists no general partners, by the person
appointed pursuant to subsection 3 or 4 of NRS 87A.500
to wind up the dissolved limited partnership’s activities.
(g) Articles of conversion must be signed by each
general partner listed in the certificate of limited partnership.
(h) Articles of merger must be signed as provided
in chapter 92A of NRS.
(i) Any other record delivered on behalf of a
limited partnership to the Secretary of State for filing must be signed by at
least one general partner listed in the certificate.
(j) A statement by a person pursuant to paragraph
(d) of subsection 1 of NRS 87A.455 stating that
the person has withdrawn as a general partner must be signed by that person.
(k) A statement of withdrawal by a person
pursuant to NRS 87A.345 must be signed by that
person.
(l) A record delivered on behalf of a foreign
limited partnership to the Secretary of State for filing must be signed by at
least one general partner of the foreign limited partnership.
(m) Any other record delivered on behalf of any
person to the Secretary of State for filing must be signed by that person.
2. Any person may sign by an
attorney-in-fact any record to be filed pursuant to this chapter.
(Added to NRS by 2007, 448)
NRS 87A.255 Signing and filing pursuant to judicial order.
1. If a person required by this chapter to
sign a record or deliver a record to the Secretary of State for filing does not
do so, any other person that is aggrieved may petition the district court to
order:
(a) The person to sign the record;
(b) Deliver the record to the Secretary of State
for filing; or
(c) The Secretary of State to file the record
unsigned.
2. If the person aggrieved under
subsection 1 is not the limited partnership or foreign limited partnership to
which the record pertains, the aggrieved person shall make the limited
partnership or foreign limited partnership a party to the action. A person
aggrieved under subsection 1 may seek the remedies provided in subsection 1 in
the same action in combination or in the alternative.
3. A record filed unsigned pursuant to
this section is effective without being signed.
(Added to NRS by 2007, 449)
NRS 87A.260 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 2007, 449)
NRS 87A.265 Procedure to submit replacement page to Secretary of State
before actual filing of record. A
general partner of a limited 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 general 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 2007, 449)
NRS 87A.270 Filing of records written in language other than English. No record which is written in a language other
than English may be filed or submitted for filing in the Office of the
Secretary of State pursuant to the provisions of this chapter unless it is
accompanied by a verified translation of that record into the English language.
(Added to NRS by 2007, 449)
NRS 87A.275 Correction of inaccurate or defective record filed with
Secretary of State; cancellation of filings.
1. A limited partnership or foreign
limited partnership may correct a record filed in the Office of the Secretary
of State with respect to the limited partnership or foreign limited partnership
if the record contains false or erroneous information or if the record was
defectively signed, attested, sealed, verified or acknowledged.
2. To correct a record, the limited
partnership or foreign limited partnership must:
(a) Prepare a certificate of correction that:
(1) States the name of the limited
partnership or foreign limited partnership;
(2) Describes the record, including,
without limitation, its filing date;
(3) Specifies the false or erroneous
information or the defect;
(4) Sets forth the false or erroneous
information or the defective portion of the record in an accurate or corrected
form; and
(5) Is signed by a general partner of the
limited partnership or foreign limited partnership or by some other person
specifically authorized by the limited partnership or foreign limited
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 must not
state a delayed effective date and is effective on the effective date of the
record it corrects, except that the certificate is effective when filed:
(a) For the purposes of subsections 3 and 4 of NRS 87A.150; and
(b) As to persons relying on the uncorrected
record and adversely affected by the correction.
4. If a limited partnership or foreign
limited 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 limited partnership or foreign limited 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 2007, 450; A 2009, 2845;
2013, 872)
NRS 87A.280 Partnership records: Microfilming; imaging; return. The Secretary of State may microfilm or image
any record which is filed in the Office of the Secretary of State by or
relating to a limited partnership pursuant to this chapter and may return the
original record to the filer.
(Added to NRS by 2007, 450)
NRS 87A.285 Liability for false information in filed record.
1. If a record delivered to the Secretary
of State for filing under this chapter and filed by the Secretary of State
contains false information, a person that suffers loss by reliance on the
information may recover damages for the loss from:
(a) A person that signed the record, or caused
another to sign it on the person’s behalf, and knew the information to be false
at the time the record was signed; and
(b) A general partner that has notice that the
information was false when the record was filed or has become false because of
changed circumstances, if the general partner has notice for a reasonably
sufficient time before the information is relied upon to enable the general
partner to effect an amendment under NRS 87A.240,
file a petition pursuant to NRS 87A.255 or deliver
to the Secretary of State for filing a certificate of correction pursuant to NRS 87A.275.
2. Signing a record authorized or required
to be filed under this chapter constitutes an affirmation under the penalties
of perjury that the facts stated in the record are true.
(Added to NRS by 2007, 450)
NRS 87A.290 Annual list: Filing requirements; fees; notice; regulations.
1. A limited partnership shall, on or
before the last day of the first month after the filing of its certificate of
limited partnership with the Secretary of State or, if the limited partnership
has selected an alternative due date pursuant to subsection 10, 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
limited partnership 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 limited partnership;
(b) The file number of the limited partnership,
if known;
(c) The names of all of its general partners;
(d) The address, either residence or business, of
each general partner; and
(e) The signature of a general partner of the
limited partnership, or some other person specifically authorized by the
limited 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 limited partnership has complied with the
provisions of chapter 76 of NRS, that the
limited 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 general 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
general partner in furtherance of any unlawful conduct.
2. Except as otherwise provided in
subsection 3, a limited partnership shall, upon filing:
(a) The initial list required by subsection 1,
pay to the Secretary of State a fee of $125.
(b) Each annual list required by subsection 1,
pay to the Secretary of State a fee of $125.
3. A registered limited-liability limited
partnership shall, upon filing:
(a) The initial list required by subsection 1,
pay to the Secretary of State a fee of $125.
(b) Each annual list required by subsection 1,
pay to the Secretary of State a fee of $125.
4. If a general partner of a limited
partnership resigns and the resignation is not reflected on the annual or
amended list of general partners, the limited partnership or the resigning
general 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 limited partnership which is required to comply with the
provisions of this section, and which has not become delinquent, a notice of
the fee due pursuant to the provisions of subsection 2 or 3, as appropriate,
and a reminder to file the annual list required pursuant to subsection 1.
Failure of any limited partnership to receive a notice does not excuse it from
the penalty imposed by NRS 87A.300.
6. If the list to be filed pursuant to the
provisions of subsection 1 is defective or the fee required by subsection 2 or
3 is not paid, the Secretary of State may return the list for correction or
payment.
7. An annual list for a limited
partnership not in default that 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 filing made pursuant to this section
does not satisfy the provisions of NRS 87A.240 and
may not be substituted for filings submitted pursuant to NRS 87A.240.
9. A person who files with the Secretary
of State a list required by subsection 1 which identifies a general partner
with the fraudulent intent of concealing the identity of any person or persons
exercising the power or authority of a general partner in furtherance of any
unlawful conduct is subject to the penalty set forth in NRS 225.084.
10. The Secretary of State may allow a
limited partnership to select an alternative due date for filing the initial
list required by subsection 1.
11. The Secretary of State may adopt
regulations to administer the provisions of subsection 10.
(Added to NRS by 2007, 450; A 2009, 2040,
2846; 2013, 872)
NRS 87A.295 Additional filing requirements for certain partnerships:
Criteria; statement; fees.
1. At the time of submitting any list
required pursuant to NRS 87A.290, a limited partnership
that meets the criteria set forth in subsection 2 must submit:
(a) The statement required pursuant to subsection
3, accompanied by a declaration under penalty of perjury attesting that the
statement does not contain any material misrepresentation of fact; and
(b) A fee of $100,000, to be distributed in the
manner provided pursuant to subsection 4.
2. A limited partnership must submit a
statement pursuant to this section if the limited partnership, including its
parent and all subsidiaries:
(a) Holds 25 percent or more of the share of the
market within this State for any product sold or distributed by the limited
partnership within this State; and
(b) Has had, during the previous 5-year period, a
total of five or more investigations commenced against the limited partnership,
its parent or its subsidiaries in any jurisdiction within the United States,
including all state and federal investigations:
(1) Which concern any alleged contract,
combination or conspiracy in restraint of trade, as described in subsection 1
of NRS 598A.060, or which concern
similar activities prohibited by a substantially similar law of another
jurisdiction; and
(2) Which resulted in the limited
partnership being fined or otherwise penalized or which resulted in the limited
partnership being required to divest any holdings or being unable to acquire
any holdings as a condition for the settlement, dismissal or resolution of
those investigations.
3. A limited partnership that meets the
criteria set forth in subsection 2 shall submit a statement which includes the
following information with respect to each investigation:
(a) The jurisdiction in which the investigation
was commenced.
(b) A summary of the nature of the investigation
and the facts and circumstances surrounding the investigation.
(c) If the investigation resulted in criminal or
civil litigation, a copy of all pleadings filed in the investigation by any
party to the litigation.
(d) A summary of the outcome of the
investigation, including specific information concerning whether any fine or
penalty was imposed against the limited partnership and whether the limited
partnership was required to divest any holdings or was unable to acquire any
holdings as a condition for the settlement, dismissal or resolution of the
investigation.
4. The fee collected pursuant to
subsection 1 must be deposited in the Attorney General’s Administration Budget
Account and used solely for the purpose of investigating any alleged contract,
combination or conspiracy in restraint of trade, as described in subsection 1
of NRS 598A.060.
(Added to NRS by 2007, 451)
NRS 87A.300 Certificate of authorization to transact business;
identification of defaulting partnerships; reinstatement of partnership which
is unit-owners’ association; forfeiture and penalty.
1. If a limited partnership has filed the
list in compliance with NRS 87A.290 and has paid
the appropriate fee for the filing, the cancelled check or other proof of
payment received by the limited partnership constitutes a certificate
authorizing it to transact its business within this State until the anniversary
date of the filing of its certificate of limited partnership in the next
succeeding calendar year.
2. Each limited partnership which is
required to make a filing and pay the fee prescribed in NRS
87A.290 and 87A.295 and which refuses or
neglects to do so within the time provided is in default.
3. Upon notification from the
Administrator of the Real Estate Division of the Department of Business and
Industry that a limited partnership which is a unit-owners’ association as
defined in NRS 116.011 has failed to
register pursuant to NRS 116.31158 or
failed to pay the fees pursuant to NRS
116.31155, the Secretary of State shall deem the limited partnership to be
in default. If, after the limited partnership is deemed to be in default, the
Administrator notifies the Secretary of State that the limited partnership has
registered pursuant to NRS 116.31158
and paid the fees pursuant to NRS
116.31155, the Secretary of State shall reinstate the limited partnership
if the limited partnership complies with the requirements for reinstatement as
provided in this section and NRS 87A.310.
4. For default there must be added to the
amount of the fee a penalty of $75, and unless the filings are made and the fee
and penalty are paid on or before the first day of the first anniversary of the
month following the month in which filing was required, the defaulting limited
partnership, by reason of its default, forfeits its right to transact any
business within this State.
(Added to NRS by 2007, 452)
NRS 87A.305 Defaulting partnerships: Duties of Secretary of State;
revocation of certificate; assets held in trust.
1. The Secretary of State shall notify, by
providing written notice to its registered agent, each defaulting limited
partnership. 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 first day of the
first anniversary of the month following the month in which filing was
required, the certificate of the limited partnership is revoked.
3. The Secretary of State shall compile a
complete list containing the names of all limited partnerships whose right to transact
business has been forfeited.
4. The Secretary of State shall notify, by
providing written notice to its registered agent, each limited partnership
specified in subsection 3 of the revocation of its certificate. 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.
5. In case of revocation of the
certificate and of the forfeiture of the right to transact business thereunder,
all the property and assets of the defaulting domestic limited partnership are
held in trust by the general partners, and the same proceedings may be had with
respect thereto as for the judicial dissolution of a limited partnership. Any
person interested may institute proceedings at any time after a forfeiture has
been declared, but, if the Secretary of State reinstates the limited
partnership, the proceedings must at once be dismissed and all property
restored to the general partners.
(Added to NRS by 2007, 453)
NRS 87A.310 Defaulting partnerships: Conditions and procedure for reinstatement.
1. Except as otherwise provided in
subsections 3 and 4 and NRS 87A.200, the Secretary
of State shall reinstate any limited partnership which has forfeited or which
forfeits its right to transact business under the provisions of this chapter
and restore to the limited partnership its right to carry on business in this
State, and to exercise its privileges and immunities if it:
(a) Files with the Secretary of State:
(1) The list required pursuant to NRS 87A.290;
(2) The statement required by NRS 87A.295, if applicable;
(3) The information required pursuant to NRS 77.310; and
(4) 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 general partners of the limited partnership; and
(b) Pays to the Secretary of State:
(1) The filing fee and penalty set forth
in NRS 87A.290 and 87A.300
for each year or portion thereof during which the certificate has been revoked;
(2) The fee set forth in NRS 87A.295, if applicable; and
(3) A fee of $300 for reinstatement.
2. When the Secretary of State reinstates
the limited partnership, the Secretary of State shall issue to the limited
partnership a certificate of reinstatement if the limited partnership:
(a) Requests a certificate of reinstatement; and
(b) Pays the required fees pursuant to NRS 87A.315.
3. The Secretary of State shall not order
a reinstatement unless all delinquent fees and penalties have been paid, and
the revocation occurred only by reason of failure to pay the fees and
penalties.
4. If a limited partnership’s certificate
has been revoked pursuant to the provisions of this chapter and has remained
revoked for a period of 5 years, the certificate must not be reinstated.
5. If a limited partnership’s certificate
is reinstated pursuant to this section, the reinstatement relates back to and
takes effect on the effective date of the revocation, and the limited partnership’s
status as a limited partnership continues as if the revocation had never
occurred.
(Added to NRS by 2007, 453; A 2007, 1346; 2013, 874)
NRS 87A.315 Fees. The Secretary
of State, for services relating to the official duties of the Secretary of
State and the records of the Office of the Secretary of State, shall charge and
collect the following fees:
1. For filing a certificate of limited
partnership, or for registering a foreign limited partnership, $75.
2. For filing a certificate of
registration of limited-liability limited partnership, or for registering a
foreign registered limited-liability limited partnership, $100.
3. For filing a certificate of amendment
of limited partnership or restated certificate of limited partnership, $175.
4. For certifying a copy of a certificate
of limited partnership, an amendment to the certificate, or a certificate as
amended, $30 per certification.
5. For certifying an authorized printed
copy of the limited partnership law, $30.
6. For reserving a limited partnership
name, or for signing, filing or certifying any other record, $25.
7. For copies provided by the Office of
the Secretary of State, $2 per page.
8. For filing a certificate of
cancellation of a limited partnership or a certificate of cancellation of the
registration of a foreign limited partnership, $100.
Ê Except as
otherwise provided in this section, the fees set forth in NRS 78.785 apply to this chapter.
(Added to NRS by 2007, 454; A 2010, 26th
Special Session, 74)
LIMITED PARTNERS
NRS 87A.320 Becoming limited partner. A
person becomes a limited partner:
1. As provided in the partnership
agreement;
2. As the result of a conversion or merger
under chapter 92A of NRS; or
3. With the consent of all the partners.
(Added to NRS by 2007, 455)
NRS 87A.325 No right or power as limited partner to bind limited
partnership. A limited partner
does not have the right or the power as a limited partner to act for or bind
the limited partnership.
(Added to NRS by 2007, 455)
NRS 87A.330 No liability as limited partner for limited partnership
obligations. An obligation of a
limited partnership, whether arising in contract, tort or otherwise, is not the
obligation of a limited partner. A limited partner is not personally liable,
directly or indirectly, by way of contribution or otherwise, for an obligation
of the limited partnership solely by reason of being a limited partner, even if
the limited partner participates in the management and control of the limited
partnership.
(Added to NRS by 2007, 455)
NRS 87A.335 Right of limited partner and former limited partner to
information.
1. On 10 days’ demand, made in a record
received by the limited partnership, a limited partner may inspect and copy
required information during regular business hours in the limited partnership’s
designated office. The limited partner need not have any particular purpose for
seeking the information.
2. During regular business hours and at a
reasonable location specified by the limited partnership, a limited partner may
obtain from the limited partnership and inspect and copy true and full
information regarding the state of the activities and financial condition of
the limited partnership and other information regarding the activities of the
limited partnership as is just and reasonable if:
(a) The limited partner seeks the information for
a purpose reasonably related to the partner’s interest as a limited partner;
(b) The limited partner makes a demand in a
record received by the limited partnership, describing with reasonable
particularity the information sought and the purpose for seeking the
information; and
(c) The information sought is directly connected
to the limited partner’s purpose.
3. Within 10 days after receiving a demand
pursuant to subsection 2, the limited partnership in a record shall inform the
limited partner that made the demand:
(a) What information the limited partnership will
provide in response to the demand;
(b) When and where the limited partnership will
provide the information; and
(c) If the limited partnership declines to
provide any demanded information, the limited partnership’s reasons for
declining.
4. Subject to subsection 6, a person
withdrawn as a limited partner may inspect and copy required information during
regular business hours in the limited partnership’s designated office if:
(a) The information pertains to the period during
which the person was a limited partner;
(b) The person seeks the information in good
faith; and
(c) The person meets the requirements of
subsection 2.
5. The limited partnership shall respond
to a demand made pursuant to subsection 4 in the same manner as provided in
subsection 3.
6. If a limited partner dies, NRS 87A.485 applies.
7. The limited partnership may impose
reasonable restrictions on the use of information obtained under this section.
In a dispute concerning the reasonableness of a restriction under this
subsection, the limited partnership has the burden of proving reasonableness.
8. A limited partnership may charge a
person that makes a demand under this section reasonable costs of copying,
limited to the costs of labor and material.
9. Whenever this chapter or a partnership
agreement provides for a limited partner to give or withhold consent to a
matter, before the consent is given or withheld, the limited partnership shall,
without demand, provide the limited partner with all information material to
the limited partner’s decision that the limited partnership knows.
10. A limited partner or person withdrawn
as a limited partner may exercise the rights under this section through an
attorney or other agent. Any restriction imposed under subsection 7 or by the
partnership agreement applies both to the attorney or other agent and to the limited
partner or person withdrawn as a limited partner.
11. The rights stated in this section do
not extend to a person as transferee, but may be exercised by the legal
representative of a natural person under legal disability who is a limited
partner or person withdrawn as a limited partner.
(Added to NRS by 2007, 455)
NRS 87A.340 Limited duties of limited partners.
1. A limited partner does not have any
fiduciary duty to the limited partnership or to any other partner solely by
reason of being a limited partner.
2. A limited partner shall discharge the
duties to the partnership and the other partners under this chapter or under
the partnership agreement and exercise any rights consistently with the
obligation of good faith and fair dealing.
3. A limited partner does not violate a
duty or obligation under this chapter or under the partnership agreement merely
because the limited partner’s conduct furthers the limited partner’s own
interest.
(Added to NRS by 2007, 456)
NRS 87A.345 Person erroneously believing self to be limited partner.
1. Except as otherwise provided in
subsection 2, a person that makes an investment in a business enterprise and
erroneously but in good faith believes that the person has become a limited
partner in the enterprise is not liable for the enterprise’s obligations by
reason of making the investment, receiving distributions from the enterprise or
exercising any rights of or appropriate to a limited partner if, on
ascertaining the mistake, the person:
(a) Causes an appropriate certificate of limited
partnership, amendment or certificate of correction to be signed and delivered
to the Secretary of State for filing; or
(b) Withdraws from future participation as an
owner in the enterprise by signing and delivering to the Secretary of State for
filing a statement of withdrawal under this section.
2. A person that makes an investment
described in subsection 1 is liable to the same extent as a general partner to
any third party that enters into a transaction with the enterprise, believing
in good faith that the person is a general partner, before the Secretary of
State files a statement of withdrawal, certificate of limited partnership,
amendment or certificate of correction to show that the person is not a general
partner.
3. If a person makes a diligent effort in
good faith to comply with paragraph (a) of subsection 1 and is unable to cause
the appropriate certificate of limited partnership, amendment or certificate of
correction to be signed and delivered to the Secretary of State for filing, the
person has the right to withdraw from the enterprise pursuant to paragraph (b)
of subsection 1 even if the withdrawal would otherwise breach an agreement with
others that are or have agreed to become co-owners of the enterprise.
(Added to NRS by 2007, 456)
GENERAL PARTNERS
NRS 87A.350 Becoming general partner. A
person becomes a general partner:
1. As provided in the partnership agreement;
2. Under paragraph (b) of subsection 3 of NRS 87A.490 following the withdrawal of a limited
partnership’s last general partner;
3. As the result of a conversion or merger
under chapter 92A of NRS; or
4. With the consent of all the partners.
(Added to NRS by 2007, 457)
NRS 87A.355 General partner agent of limited partnership.
1. Each general partner is an agent of the
limited partnership for the purposes of its activities. An act of a general
partner, including the signing of a record in the partnership’s name, for
apparently carrying on in the ordinary course the limited partnership’s
activities or activities of the kind carried on by the limited partnership
binds the limited partnership, unless the general partner did not have authority
to act for the limited partnership in the particular matter and the person with
which the general partner was dealing knew, had received a notification or had
notice under subsection 4 of NRS 87A.150 that the
general partner lacked authority.
2. An act of a general partner which is
not apparently for carrying on in the ordinary course the limited partnership’s
activities or activities of the kind carried on by the limited partnership
binds the limited partnership only if the act was actually authorized by all
the other partners.
(Added to NRS by 2007, 457)
NRS 87A.360 Limited partnership liable for actionable conduct of general
partner.
1. A limited 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 general partner
acting in the ordinary course of activities of the limited partnership or with
authority of the limited partnership.
2. If, in the course of the limited
partnership’s activities or while acting with authority of the limited partnership,
a general partner receives or causes the limited partnership to receive money
or property of a person not a partner, and the money or property is misapplied
by a general partner, the limited partnership is liable for the loss.
(Added to NRS by 2007, 457)
NRS 87A.365 Liability of general partner.
1. Except as otherwise provided in
subsections 2 and 3, all general partners are liable jointly and severally for
all obligations of the limited partnership unless otherwise agreed by the
claimant or provided by law.
2. A person that becomes a general partner
of an existing limited partnership is not personally liable for an obligation
of a limited partnership incurred before the person became a general partner.
3. An obligation of a limited partnership
incurred while the limited partnership is a registered limited-liability
limited partnership, whether arising in contract, tort or otherwise, is solely
the obligation of the limited partnership. A general partner is not personally
liable, directly or indirectly, by way of contribution or otherwise, for such
an obligation solely by reason of being or acting as a general partner. This
subsection applies despite anything inconsistent in the partnership agreement
that existed immediately before the consent required to become a registered
limited-liability limited partnership under paragraph (b) of subsection 2 of NRS 87A.375.
(Added to NRS by 2007, 457)
NRS 87A.370 Actions by and against partnership and partners.
1. To the extent not inconsistent with NRS 87A.365, a general partner may be joined in an
action against the limited partnership or named in a separate action.
2. A judgment against a limited
partnership is not by itself a judgment against a general partner. A judgment
against a limited partnership may not be satisfied from a general partner’s
assets unless there is also a judgment against the general partner.
3. A judgment creditor of a general
partner may not levy execution against the assets of the general partner to
satisfy a judgment based on a claim against the limited partnership, unless the
partner is personally liable for the claim under NRS
87A.365 and:
(a) A judgment based on the same claim has been
obtained against the limited partnership and a writ of execution on the
judgment has been returned unsatisfied in whole or in part;
(b) The limited partnership is a debtor in
bankruptcy;
(c) The general partner has agreed that the
creditor need not exhaust limited partnership assets;
(d) A court grants permission to the judgment
creditor to levy execution against the assets of a general partner based on a
finding that limited partnership assets subject to execution are clearly
insufficient to satisfy the judgment, that exhaustion of limited 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 general partner
by law or contract independent of the existence of the limited partnership.
(Added to NRS by 2007, 458)
NRS 87A.375 Management rights of general partner.
1. Each general partner has equal rights
in the management and conduct of the limited partnership’s activities. Except
as expressly provided in this chapter, any matter relating to the activities of
the limited partnership may be exclusively decided by the general partner or,
if there is more than one general partner, by a majority of the general
partners.
2. The consent of each partner is
necessary to:
(a) Amend the partnership agreement;
(b) Register a limited partnership as a
registered limited-liability limited partnership pursuant to NRS 87A.630 or to withdraw its registration as a
registered limited-liability limited partnership; and
(c) Sell, lease, exchange or otherwise dispose of
all, or substantially all, of the limited partnership’s property, with or
without the goodwill, other than in the usual and regular course of the limited
partnership’s activities.
3. A limited partnership shall reimburse a
general partner for payments made and indemnify a general partner for
liabilities incurred by the general partner in the ordinary course of the
activities of the partnership or for the preservation of its activities or
property.
4. A limited partnership shall reimburse a
general partner for an advance to the limited partnership beyond the amount of
capital the general partner agreed to contribute.
5. A payment or advance made by a general
partner which gives rise to an obligation of the limited partnership under
subsection 3 or 4 constitutes a loan to the limited partnership which accrues
interest from the date of the payment or advance.
6. A general partner is not entitled to
remuneration for services performed for the partnership.
(Added to NRS by 2007, 458)
NRS 87A.380 Right of general partner and former general partner to
information.
1. A general partner, without having any
particular purpose for seeking the information, may inspect and copy during
regular business hours:
(a) In the limited partnership’s designated
office, required information; and
(b) At a reasonable location specified by the
limited partnership, any other records maintained by the limited partnership
regarding the limited partnership’s activities and financial condition.
2. Each general partner and the limited
partnership shall furnish to a general partner:
(a) Without demand, any information concerning
the limited partnership’s activities and activities reasonably required for the
proper exercise of the general partner’s rights and duties under the
partnership agreement or this chapter; and
(b) On demand, any other information concerning
the limited partnership’s activities, except to the extent the demand or the
information demanded is unreasonable or otherwise improper under the
circumstances.
3. Subject to subsection 5, on 10 days’
demand made in a record received by the limited partnership, a person withdrawn
as a general partner may have access to the information and records described
in subsection 1 at the location specified in subsection 1 if:
(a) The information or record pertains to the
period during which the person was a general partner;
(b) The person seeks the information or record in
good faith; and
(c) The person satisfies the requirements imposed
on a limited partner by subsection 2 of NRS 87A.335.
4. The limited partnership shall respond
to a demand made pursuant to subsection 3 in the same manner as provided in
subsection 3 of NRS 87A.335.
5. If a general partner dies, NRS 87A.485 applies.
6. The limited partnership may impose
reasonable restrictions on the use of information under this section. In any
dispute concerning the reasonableness of a restriction under this subsection,
the limited partnership has the burden of proving reasonableness.
7. A limited partnership may charge a
person withdrawn as a general partner that makes a demand under this section reasonable
costs of copying, limited to the costs of labor and material.
8. A general partner or person withdrawn
as a general partner may exercise the rights under this section through an
attorney or other agent. Any restriction imposed under subsection 6 or by the
partnership agreement applies both to the attorney or other agent and to the
general partner or person withdrawn as a general partner.
9. The rights under this section do not
extend to a person as transferee, but the rights under subsection 3 of a person
withdrawn as a general partner may be exercised by the legal representative of
a natural person withdrawn as a general partner under paragraph (b) or (c) of
subsection 7 of NRS 87A.445.
(Added to NRS by 2007, 459)
NRS 87A.385 General standards of conduct of general partner.
1. The only fiduciary duties that a
general partner has to the limited partnership and the other partners are the
duties of loyalty and care under subsections 2 and 3.
2. A general partner’s duty of loyalty to
the limited partnership and the other partners is limited to the following:
(a) To account to the limited partnership and
hold as trustee for it any property, profit or benefit derived by the general
partner in the conduct and winding up of the limited partnership’s activities
or derived from a use by the general partner of limited partnership property,
including the appropriation of a limited partnership opportunity;
(b) To refrain from dealing with the limited
partnership in the conduct or winding up of the limited partnership’s
activities as or on behalf of a party having an interest adverse to the limited
partnership; and
(c) To refrain from competing with the limited
partnership in the conduct or winding up of the limited partnership’s
activities.
3. A general partner’s duty of care to the
limited partnership and the other partners in the conduct and winding up of the
limited partnership’s activities is limited to refraining from engaging in
grossly negligent or reckless conduct, intentional misconduct or a knowing
violation of law.
4. A general partner shall discharge the
duties to the partnership and the other partners under this chapter or under
the partnership agreement and exercise any rights consistently with the
obligation of good faith and fair dealing.
5. A general partner does not violate a
duty or obligation under this chapter or under the partnership agreement merely
because the general partner’s conduct furthers the general partner’s own
interest.
(Added to NRS by 2007, 460)
CONTRIBUTIONS AND DISTRIBUTIONS
NRS 87A.390 Form of contribution. A
contribution of a partner may consist of tangible or intangible property or
other benefit to the limited partnership, including money, services performed,
promissory notes, other agreements to contribute cash or property, and
contracts for services to be performed.
(Added to NRS by 2007, 460)
NRS 87A.395 Liability for contribution.
1. A partner’s obligation to contribute
money or other property or other benefit to, or to perform services for, a
limited partnership is not excused by the partner’s death, disability or other
inability to perform personally.
2. If a partner does not make a promised
nonmonetary contribution, the partner is obligated at the option of the limited
partnership to contribute money equal to that portion of the value, as stated
in the required information, of the stated contribution which has not been
made.
3. The obligation of a partner to make a
contribution or return money or other property paid or distributed in violation
of this chapter may be compromised only by consent of all partners. A creditor
of a limited partnership which extends credit or otherwise acts in reliance on
an obligation described in subsection 1, without notice of any compromise under
this subsection, may enforce the original obligation.
(Added to NRS by 2007, 460)
NRS 87A.400 Sharing of distributions. A
distribution by a limited partnership must be shared among the partners on the
basis of the value, as stated in the required records when the limited
partnership decides to make the distribution, of the contributions the limited
partnership has received from each partner.
(Added to NRS by 2007, 461)
NRS 87A.405 Interim distributions. A
partner does not have a right to any distribution before the dissolution and
winding up of the limited partnership unless the limited partnership decides to
make an interim distribution.
(Added to NRS by 2007, 461)
NRS 87A.410 No distribution on account of withdrawal. A person does not have a right to receive a
distribution on account of withdrawal.
(Added to NRS by 2007, 461)
NRS 87A.415 Distribution in kind. A
partner does not have a right to demand or receive any distribution from a
limited partnership in any form other than cash. Subject to subsection 2 of NRS 87A.530, a limited partnership may distribute an
asset in kind to the extent each partner receives a percentage of the asset
equal to the partner’s share of distributions.
(Added to NRS by 2007, 461)
NRS 87A.420 Right to distribution. When
a partner or transferee becomes entitled to receive a distribution, the partner
or transferee has the status of, and is entitled to all remedies available to,
a creditor of the limited partnership with respect to the distribution.
However, the limited partnership’s obligation to make a distribution is subject
to offset for any amount owed to the limited partnership by the partner or
withdrawn partner on whose account the distribution is made.
(Added to NRS by 2007, 461)
NRS 87A.425 Limitations on distribution.
1. A limited partnership may not make a
distribution in violation of the partnership agreement.
2. A limited partnership may not make a
distribution if after the distribution:
(a) The limited partnership would not be able to
pay its debts as they become due in the ordinary course of the limited
partnership’s activities; or
(b) The limited partnership’s total assets would
be less than the sum of its total liabilities plus the amount that would be
needed, if the limited partnership were to be dissolved, wound up and
terminated at the time of the distribution, to satisfy the preferential rights
upon dissolution, winding up and termination of partners whose preferential
rights are superior to those of persons receiving the distribution.
3. A limited partnership may base a
determination that a distribution is not prohibited under subsection 2 on
financial statements prepared on the basis of accounting practices and
principles that are reasonable in the circumstances or on a fair valuation or
other method that is reasonable in the circumstances.
4. Except as otherwise provided in
subsection 7, the effect of a distribution under subsection 2 is measured:
(a) In the case of distribution by purchase,
redemption or other acquisition of a transferable interest in the limited
partnership, as of the date money or other property is transferred or debt
incurred by the limited partnership; and
(b) In all other cases, as of the date:
(1) The distribution is authorized, if the
payment occurs within 120 days after that date; or
(2) The payment is made, if payment occurs
more than 120 days after the distribution is authorized.
5. A limited partnership’s indebtedness to
a partner incurred by reason of a distribution made in accordance with this
section is at parity with the limited partnership’s indebtedness to its
general, unsecured creditors.
6. A limited partnership’s indebtedness,
including indebtedness issued in connection with or as part of a distribution,
is not considered a liability for purposes of subsection 2 if the terms of the
indebtedness provide that payment of principal and interest are made only to
the extent that a distribution could then be made to partners under this
section.
7. If indebtedness is issued as a
distribution, each payment of principal or interest on the indebtedness is
treated as a distribution, the effect of which is measured on the date the
payment is made.
(Added to NRS by 2007, 461)
NRS 87A.427 Limitations on distributions applicable to restricted limited
partnerships.
1. If the limited partnership has elected
in its certificate of limited partnership to be a restricted limited
partnership pursuant to NRS 87A.235, subject to
the provisions of NRS 87A.425, and unless
otherwise provided in the certificate of limited partnership, the limited
partnership shall not make any distributions to its partners until 10 years
after:
(a) The date of formation of the restricted
limited partnership as long as the original certificate of limited partnership elected
to be treated as a restricted limited partnership and as long as the limited
partnership has remained a restricted limited partnership since the date of
formation; or
(b) The effective date of the amendment to the
certificate of limited partnership in which the limited partnership elected to
be treated as a restricted limited partnership and as long as the limited
partnership has remained a restricted limited partnership since the effective
date of the amendment.
2. The provisions of this section apply as
the default provisions of a restricted limited partnership to the extent the
provisions of this section are inconsistent with or add to the other provisions
of this chapter and to the extent not otherwise modified in the certificate of
limited partnership of the restricted limited partnership.
(Added to NRS by 2009, 1700)
NRS 87A.430 Liability for improper distributions.
1. A general partner that consents to a
distribution made in violation of NRS 87A.425 is
personally liable to the limited partnership for the amount of the distribution
which exceeds the amount that could have been distributed without the violation
if it is established that in consenting to the distribution the general partner
failed to comply with NRS 87A.385.
2. A partner or transferee that received a
distribution knowing that the distribution to that partner or transferee was
made in violation of NRS 87A.425 is personally
liable to the limited partnership but only to the extent that the distribution
received by the partner or transferee exceeded the amount that could have been
properly paid under NRS 87A.425.
3. A general partner against which an
action is commenced under subsection 1 may:
(a) Implead in the action any other person that
is liable under subsection 1 and compel contribution from the person; and
(b) Implead in the action any person that
received a distribution in violation of subsection 2 and compel contribution
from the person in the amount the person received in violation of subsection 2.
4. An action under this section is barred
if it is not commenced within 2 years after the distribution.
(Added to NRS by 2007, 462)
WITHDRAWAL
NRS 87A.435 Withdrawal as limited partner.
1. A person does not have a right to
withdraw as a limited partner before the termination of the limited
partnership.
2. A person is withdrawn from a limited
partnership as a limited partner upon the occurrence of any of the following
events:
(a) The limited partnership’s having notice of
the person’s express will to withdraw as a limited partner or on a later date
specified by the person;
(b) An event agreed to in the partnership
agreement as causing the person’s withdrawal as a limited partner;
(c) The person’s expulsion as a limited partner
pursuant to the partnership agreement;
(d) The person’s expulsion as a limited partner
by the unanimous consent of the other partners if:
(1) It is unlawful to carry on the limited
partnership’s activities with the person as a limited partner;
(2) There has been a transfer of all of
the person’s transferable interest in the limited partnership, other than a
transfer for security purposes, or a court order charging the person’s
interest, which has not been foreclosed;
(3) The person is a corporation and, within
90 days after the limited partnership notifies the person that it will be
expelled as a limited partner 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
(4) The person is a limited-liability
company or partnership that has been dissolved and whose business is being
wound up;
(e) On application by the limited partnership,
the person’s expulsion as a limited partner by judicial order because:
(1) The person engaged in wrongful conduct
that adversely and materially affected the limited partnership’s activities;
(2) The person willfully or persistently
committed a material breach of the partnership agreement or of the obligation
of good faith and fair dealing under subsection 2 of NRS
87A.340; or
(3) The person engaged in conduct relating
to the limited partnership’s activities which makes it not reasonably
practicable to carry on the activities with the person as limited partner;
(f) In the case of a person who is a natural
person, the person’s death;
(g) In the case of a person that is a trust or is
acting as a limited partner by virtue of being a trustee of a trust,
distribution of the trust’s entire transferable interest in the limited
partnership, but not merely by reason of the substitution of a successor
trustee;
(h) In the case of a person that is an estate or
is acting as a limited partner by virtue of being a personal representative of
an estate, distribution of the estate’s entire transferable interest in the
limited partnership, but not merely by reason of the substitution of a
successor personal representative;
(i) Termination of a limited partner that is not
a natural person, partnership, limited-liability company, corporation, trust or
estate; or
(j) The limited partnership’s participation in a
conversion or merger if the limited partnership:
(1) Is not the converted or surviving
entity; or
(2) Is the converted or surviving entity
but, as a result of the conversion or merger, the person ceases to be a limited
partner.
(Added to NRS by 2007, 462)
NRS 87A.440 Effect of withdrawal as limited partner.
1. Upon a person’s withdrawal as a limited
partner:
(a) Subject to NRS
87A.485, the person does not have further rights as a limited partner;
(b) The person’s obligation of good faith and
fair dealing as a limited partner under subsection 2 of NRS
87A.340 continues only as to matters arising and events occurring before
the withdrawal; and
(c) Subject to NRS
87A.485 and the provisions of chapter 92A
of NRS, any transferable interest owned by the person in the person’s capacity
as a limited partner immediately before withdrawal is owned by the person as a
mere transferee.
2. A person’s withdrawal as a limited
partner does not of itself discharge the person from any obligation to the
limited partnership or the other partners which the person incurred while a
limited partner.
(Added to NRS by 2007, 463)
NRS 87A.445 Withdrawal as general partner. A
person is withdrawn from a limited partnership as a general partner upon the
occurrence of any of the following events:
1. The limited partnership’s having notice
of the person’s express will to withdraw as a general partner or on a later
date specified by the person;
2. An event agreed to in the partnership
agreement as causing the person’s withdrawal as a general partner;
3. The person’s expulsion as a general
partner pursuant to the partnership agreement;
4. The person’s expulsion as a general
partner by the unanimous consent of the other partners if:
(a) It is unlawful to carry on the limited
partnership’s activities with the person as a general partner;
(b) There has been a transfer of all or
substantially all of the person’s transferable interest in the limited partnership,
other than a transfer for security purposes, or a court order charging the
person’s interest, which has not been foreclosed;
(c) The person is a corporation and, within 90
days after the limited partnership notifies the person that it will be expelled
as a general partner 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) The person is a limited-liability company or
partnership that has been dissolved and whose business is being wound up;
5. On application by the limited partnership,
the person’s expulsion as a general partner by judicial determination because:
(a) The person engaged in wrongful conduct that
adversely and materially affected the limited partnership activities;
(b) The person 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 87A.385;
or
(c) The person engaged in conduct relating to the
limited partnership’s activities which makes it not reasonably practicable to
carry on the activities of the limited partnership with the person as a general
partner;
6. The person’s:
(a) Becoming a debtor in bankruptcy;
(b) Execution of an assignment for the benefit of
creditors;
(c) Seeking, consenting to or acquiescing in the
appointment of a trustee, receiver or liquidator of the person or of all or
substantially all of the person’s property; or
(d) Failure, within 90 days after the
appointment, to have vacated or stayed the appointment of a trustee, receiver
or liquidator of the general partner or of all or substantially all of the
person’s property obtained without the person’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 person who is a
natural person:
(a) The person’s death;
(b) The appointment of a guardian or general
conservator for the person; or
(c) A judicial determination that the person has
otherwise become incapable of performing the person’s duties as a general
partner under the partnership agreement;
8. In the case of a person that is a trust
or is acting as a general partner by virtue of being a trustee of a trust,
distribution of the trust’s entire transferable interest in the limited
partnership, but not merely by reason of the substitution of a successor
trustee;
9. In the case of a person that is an
estate or is acting as a general partner by virtue of being a personal
representative of an estate, distribution of the estate’s entire transferable
interest in the limited partnership, but not merely by reason of the
substitution of a successor personal representative;
10. Termination of a general partner that
is not a natural person, partnership, limited-liability company, corporation,
trust or estate; or
11. The limited partnership’s
participation in a conversion or merger under chapter
92A of NRS, if the limited partnership:
(a) Is not the converted or surviving entity; or
(b) Is the converted or surviving entity but, as
a result of the conversion or merger, the person ceases to be a general
partner.
(Added to NRS by 2007, 464)
NRS 87A.450 Power of person to withdraw as general partner; wrongful
withdrawal.
1. A person has the power to withdraw as a
general partner at any time, rightfully or wrongfully, by express will pursuant
to subsection 1 of NRS 87A.445.
2. A person’s withdrawal as a general
partner is wrongful only if:
(a) It is in breach of an express provision of the
partnership agreement; or
(b) It occurs before the termination of the
limited partnership, and:
(1) The person withdraws as a general
partner by express will;
(2) The person is expelled as a general
partner by judicial determination under subsection 5 of NRS
87A.445;
(3) The person is withdrawn as a general
partner by becoming a debtor in bankruptcy; or
(4) In the case of a person that is not a
natural person, a trust other than a business trust or an estate, the person is
expelled or otherwise withdrawn as a general partner because it willfully
dissolved or terminated.
3. A person that wrongfully withdraws as a
general partner is liable to the limited partnership and, subject to NRS 87A.660, to the other partners for damages caused
by the withdrawal. The liability is in addition to any other obligation of the
general partner to the limited partnership or to the other partners.
(Added to NRS by 2007, 465)
NRS 87A.455 Effect of withdrawal as general partner.
1. Upon a person’s withdrawal as a general
partner:
(a) The person’s right to participate as a
general partner in the management and conduct of the partnership’s activities
terminates;
(b) The person’s duty of loyalty as a general
partner under paragraph (c) of subsection 2 of NRS
87A.385 terminates;
(c) The person’s duty of loyalty as a general
partner under paragraphs (a) and (b) of subsection 2 of NRS
87A.385 and duty of care under subsection 3 of NRS
87A.385 continue only with regard to matters arising and events occurring
before the person’s withdrawal as a general partner;
(d) The person may sign and deliver to the
Secretary of State for filing a certificate of withdrawal pertaining to the
person and, at the request of the limited partnership, shall sign an amendment
to the certificate of limited partnership which states that the person has
withdrawn; and
(e) Subject to NRS
87A.485 and the provisions of chapter 92A
of NRS, any transferable interest owned by the person immediately before
withdrawal in the person’s capacity as a general partner is owned by the person
as a mere transferee.
2. A person’s withdrawal as a general
partner does not of itself discharge the person from any obligation to the
limited partnership or the other partners which the person incurred while a
general partner.
(Added to NRS by 2007, 465)
NRS 87A.460 Power to bind and liability to limited partnership before
dissolution of partnership of person withdrawn as general partner.
1. After a person is withdrawn as a
general partner and before the limited partnership is dissolved, converted
under chapter 92A of NRS or merged out of
existence under chapter 92A of NRS, the
limited partnership is bound by an act of the person only if:
(a) The act would have bound the limited
partnership under NRS 87A.355 before the
withdrawal; and
(b) At the time the other party enters into the
transaction:
(1) Less than 2 years has passed since the
withdrawal; and
(2) The other party does not have notice
of the withdrawal and reasonably believes that the person is a general partner.
2. If a limited partnership is bound under
subsection 1, the person withdrawn as a general partner which caused the
limited partnership to be bound is liable:
(a) To the limited partnership for any damage
caused to the limited partnership arising from the obligation incurred under
subsection 1; and
(b) If a general partner or another person
withdrawn as a general partner is liable for the obligation, to the general
partner or other person for any damage caused to the general partner or other
person arising from the liability.
(Added to NRS by 2007, 466)
NRS 87A.465 Liability to other persons of person withdrawn as general
partner.
1. A person’s withdrawal as a general
partner does not of itself discharge the person’s liability as a general
partner for an obligation of the limited partnership incurred before
withdrawal. Except as otherwise provided in subsections 2 and 3, the person is
not liable for a limited partnership’s obligation incurred after withdrawal.
2. A person whose withdrawal as a general
partner resulted in a dissolution and winding up of the limited partnership’s
activities is liable to the same extent as a general partner under NRS 87A.365 on an obligation incurred by the limited
partnership under NRS 87A.505.
3. A person that has withdrawn as a
general partner but whose withdrawal did not result in a dissolution and
winding up of the limited partnership’s activities is liable on a transaction
entered into by the limited partnership after the withdrawal only if:
(a) A general partner would be liable on the
transaction; and
(b) At the time the other party enters into the
transaction:
(1) Less than 2 years has passed since the
withdrawal; and
(2) The other party does not have notice
of the withdrawal and reasonably believes that the person is a general partner.
4. By agreement with a creditor of a
limited partnership and the limited partnership, a person withdrawn as a
general partner may be released from liability for an obligation of the limited
partnership.
5. A person withdrawn as a general partner
is released from liability for an obligation of the limited partnership if the
limited partnership’s creditor, with notice of the person’s withdrawal as a
general partner but without the person’s consent, agrees to a material
alteration in the nature or time of payment of the obligation.
(Added to NRS by 2007, 466)
TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND
CREDITORS
NRS 87A.470 Transferable interest of partner. The
only interest of a partner which is transferable is the partner’s transferable
interest. A transferable interest is personal property.
(Added to NRS by 2007, 467)
NRS 87A.475 Transfer of transferable interest of partner.
1. A transfer, in whole or in part, of a
partner’s transferable interest:
(a) Is permissible;
(b) Does not by itself cause the partner’s
withdrawal or a dissolution and winding up of the limited partnership’s
activities; and
(c) Does not, as against the other partners or
the limited partnership, entitle the transferee to participate in the
management or conduct of the limited partnership’s activities, to require
access to information concerning the limited partnership’s transactions except
as otherwise provided in subsection 3, or to inspect or copy the required
information or the limited partnership’s other records.
2. A transferee has a right to receive, in
accordance with the transfer:
(a) Distributions to which the transferor would
otherwise be entitled; and
(b) Upon the dissolution and winding up of the
limited partnership’s activities the net amount otherwise distributable to the
transferor.
3. In a dissolution and winding up, a
transferee is entitled to an account of the limited partnership’s transactions
only from the date of dissolution.
4. Upon transfer, the transferor retains
the rights of a partner other than the interest in distributions transferred
and retains all duties and obligations of a partner.
5. A limited partnership need not give
effect to a transferee’s rights under this section until the limited
partnership has notice of the transfer.
6. A transfer of a partner’s transferable
interest in the limited 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.
7. A transferee that becomes a partner
with respect to a transferable interest is liable for the transferor’s
obligations under NRS 87A.395 and 87A.430. However, the transferee is not obligated for
liabilities unknown to the transferee at the time the transferee became a
partner.
(Added to NRS by 2007, 467)
NRS 87A.480 Rights and remedies of creditor of partner.
1. On application to a court of competent
jurisdiction by any judgment creditor of a partner, the court may charge the
partnership interest of the partner with payment of the unsatisfied amount of
the judgment with interest. To the extent so charged, the judgment creditor has
only the rights of an assignee of the partnership interest.
2. This section:
(a) Provides the exclusive remedy by which a
judgment creditor of a partner or an assignee of a partner may satisfy a
judgment out of the partnership interest of the judgment debtor. No other
remedy, including, without limitation, foreclosure on the partner’s partnership
interest or a court order for directions, accounts and inquiries that the
debtor or partner might have made, is available to the judgment creditor
attempting to satisfy the judgment out of the judgment debtor’s interest in the
limited partnership, and no other remedy may be ordered by a court.
(b) Does not deprive any partner of the benefit
of any exemption laws applicable to the partnership interest of the partner.
(c) Does not supersede any written agreement
between a partner and creditor if the written agreement does not conflict with
the partnership’s certificate of limited partnership or partnership agreement.
(Added to NRS by 2007, 467; A 2011, 2803)
NRS 87A.485 Power of estate of deceased partner. If
a partner dies, the deceased partner’s personal representative or other legal
representative may exercise the rights of a transferee as provided in NRS 87A.475 and, for the purposes of settling the
estate, may exercise the rights of a current limited partner under NRS 87A.335.
(Added to NRS by 2007, 468)
DISSOLUTION
NRS 87A.490 Nonjudicial dissolution. Except
as otherwise provided in NRS 87A.495, a limited
partnership is dissolved, and its activities must be wound up, only upon the
occurrence of any of the following:
1. The happening of an event specified in
the partnership agreement;
2. The consent of all general partners and
of limited partners owning a majority of the rights to receive distributions as
limited partners at the time the consent is to be effective;
3. After the withdrawal of a person as a
general partner:
(a) If the limited partnership has at least one
remaining general partner, the consent to dissolve the limited partnership
given within 90 days after the withdrawal by partners owning a majority of the
rights to receive distributions as partners at the time the consent is to be
effective; or
(b) If the limited partnership does not have a
remaining general partner, the passage of 90 days after the withdrawal, unless
before the end of the period:
(1) Consent to continue the activities of
the limited partnership and admit at least one general partner is given by
limited partners owning a majority of the rights to receive distributions as
limited partners at the time the consent is to be effective; and
(2) At least one person is admitted as a
general partner in accordance with the consent; or
4. The passage of 90 days after the
withdrawal of the limited partnership’s last limited partner, unless before the
end of the period the limited partnership admits at least one limited partner.
(Added to NRS by 2007, 468)
NRS 87A.495 Judicial dissolution. On
application by a partner, the district court may order dissolution of a limited
partnership if it is not reasonably practicable to carry on the activities of
the limited partnership in conformity with the partnership agreement.
(Added to NRS by 2007, 468)
NRS 87A.500 Winding up.
1. A limited partnership continues after
dissolution only for the purpose of winding up its activities.
2. In winding up its activities, the
limited partnership:
(a) May amend its certificate of limited
partnership to state that the limited partnership is dissolved, preserve the
limited partnership business or property as a going concern for a reasonable
time, prosecute and defend actions and proceedings, whether civil, criminal or
administrative, transfer the limited partnership’s property, settle disputes by
mediation or arbitration, file a certificate of cancellation as provided in NRS 87A.245 and perform other necessary acts; and
(b) Shall discharge the limited partnership’s
liabilities, settle and close the limited partnership’s activities and marshal
and distribute the assets of the partnership.
3. If a dissolved limited partnership does
not have a general partner, a person to wind up the dissolved limited
partnership’s activities may be appointed by the consent of limited partners
owning a majority of the rights to receive distributions as limited partners at
the time the consent is to be effective. A person appointed under this
subsection:
(a) Has the powers of a general partner under NRS 87A.505; and
(b) Shall promptly amend the certificate of
limited partnership to state:
(1) That the limited partnership does not
have a general partner;
(2) The name of the person that has been
appointed to wind up the limited partnership; and
(3) The street and mailing address of the
person.
4. On the application of any partner, the
district court may order judicial supervision of the winding up, including the
appointment of a person to wind up the dissolved limited partnership’s
activities, if:
(a) A limited partnership does not have a general
partner and within a reasonable time following the dissolution no person has
been appointed pursuant to subsection 3; or
(b) The applicant establishes other good cause.
(Added to NRS by 2007, 469)
NRS 87A.505 Power of general partner and person withdrawn as general partner
to bind partnership after dissolution.
1. A limited partnership is bound by a
general partner’s act after dissolution which:
(a) Is appropriate for winding up the limited
partnership’s activities; or
(b) Would have bound the limited partnership
under NRS 87A.355 before dissolution, if, at the
time the other party enters into the transaction, the other party does not have
notice of the dissolution.
2. A person withdrawn as a general partner
binds a limited partnership through an act occurring after dissolution if:
(a) At the time the other party enters into the
transaction:
(1) Less than 2 years has passed since the
withdrawal; and
(2) The other party does not have notice
of the withdrawal and reasonably believes that the person is a general partner;
and
(b) The act:
(1) Is appropriate for winding up the
limited partnership’s activities; or
(2) Would have bound the limited
partnership under NRS 87A.355 before dissolution
and at the time the other party enters into the transaction the other party
does not have notice of the dissolution.
(Added to NRS by 2007, 469)
NRS 87A.510 Liability after dissolution of general partner and person
withdrawn as general partner to limited partnership, other general partners and
persons withdrawn as general partner.
1. If a general partner having knowledge
of the dissolution causes a limited partnership to incur an obligation under
subsection 1 of NRS 87A.505 by an act that is not
appropriate for winding up the partnership’s activities, the general partner is
liable:
(a) To the limited partnership for any damage
caused to the limited partnership arising from the obligation; and
(b) If another general partner or a person
withdrawn as a general partner is liable for the obligation, to that other
general partner or person for any damage caused to that other general partner
or person arising from the liability.
2. If a person withdrawn as a general
partner causes a limited partnership to incur an obligation under subsection 2
of NRS 87A.505, the person is liable:
(a) To the limited partnership for any damage
caused to the limited partnership arising from the obligation; and
(b) If a general partner or another person
withdrawn as a general partner is liable for the obligation, to the general
partner or other person for any damage caused to the general partner or other
person arising from the liability.
(Added to NRS by 2007, 470)
NRS 87A.515 Known claims against dissolved limited partnership.
1. A dissolved limited partnership may
dispose of the known claims against it by following the procedure described in
subsection 2.
2. A dissolved limited partnership may
notify its known claimants of the dissolution in a record. The notice must:
(a) Specify the information required to be
included in a claim;
(b) Provide a mailing address to which the claim
is to be sent;
(c) State the deadline for receipt of the claim,
which may not be less than 120 days after the date the notice is received by
the claimant;
(d) State that the claim will be barred if not
received by the deadline; and
(e) Unless the limited partnership has been
throughout its existence a registered limited-liability limited partnership,
state that the barring of a claim against the limited partnership will also bar
any corresponding claim against any general partner or person withdrawn as a
general partner which is based on NRS 87A.365.
3. A claim against a dissolved limited
partnership is barred if the requirements of subsection 2 are met and:
(a) The claim is not received by the specified
deadline; or
(b) In the case of a claim that is timely
received but rejected by the dissolved limited partnership, the claimant does
not commence an action to enforce the claim against the limited partnership
within 90 days after the receipt of the notice of the rejection.
4. This section does not apply to a claim
based on an event occurring after the effective date of dissolution or a
liability that is contingent on that date.
(Added to NRS by 2007, 470)
NRS 87A.520 Other claims against dissolved limited partnership.
1. A dissolved limited partnership may
publish notice of its dissolution and request persons having claims against the
limited partnership to present them in accordance with the notice.
2. The notice must:
(a) Be published at least once in a newspaper of
general circulation in the county in which the dissolved limited partnership’s
principal office is located or, if it has none in this State, in the county in
which the limited partnership’s designated office is or was last located;
(b) Describe the information required to be
contained in a claim and provide a mailing address to which the claim is to be
sent;
(c) State that a claim against the limited
partnership is barred unless an action to enforce the claim is commenced within
5 years after publication of the notice; and
(d) Unless the limited partnership has been
throughout its existence a registered limited-liability limited partnership,
state that the barring of a claim against the limited partnership will also bar
any corresponding claim against any general partner or person withdrawn as a
general partner which is based on NRS 87A.365.
3. If a dissolved limited partnership
publishes a notice in accordance with subsection 2, the claim of each of the
following claimants is barred unless the claimant commences an action to
enforce the claim against the dissolved limited partnership within 5 years
after the publication date of the notice:
(a) A claimant that did not receive notice in a
record under NRS 87A.515;
(b) A claimant whose claim was timely sent to the
dissolved limited partnership but not acted on; and
(c) A claimant whose claim is contingent or based
on an event occurring after the effective date of dissolution.
4. A claim not barred under this section
may be enforced:
(a) Against the dissolved limited partnership, to
the extent of its undistributed assets;
(b) If the assets have been distributed in
liquidation, against a partner or transferee to the extent of that person’s
proportionate share of the claim or the limited partnership’s assets
distributed to the partner or transferee in liquidation, whichever is less, but
a person’s total liability for all claims under this paragraph does not exceed
the total amount of assets distributed to the person as part of the winding up
of the dissolved limited partnership; or
(c) Against any person liable on the claim under NRS 87A.365.
(Added to NRS by 2007, 470)
NRS 87A.525 Liability of general partner and person withdrawn as general
partner when claim against limited partnership barred. If
a claim against a dissolved limited partnership is barred under NRS 87A.515 or 87A.520,
any corresponding claim under NRS 87A.365 is also
barred.
(Added to NRS by 2007, 471)
NRS 87A.530 Disposition of assets; when contributions are required.
1. In winding up a limited partnership’s
activities, the assets of the limited partnership, including the contributions
required by this section, must be applied to satisfy the limited partnership’s
obligations to creditors, including, to the extent permitted by law, partners
that are creditors.
2. Any surplus remaining after the limited
partnership complies with subsection 1 must be paid in cash as a distribution.
3. If a limited partnership’s assets are
insufficient to satisfy all of its obligations under subsection 1, with respect
to each unsatisfied obligation incurred when the limited partnership was not a
limited-liability limited partnership, the following rules apply:
(a) Each person that was a general partner when
the obligation was incurred and that has not been released from the obligation
under NRS 87A.465 shall contribute to the limited
partnership for the purpose of enabling the limited partnership to satisfy the
obligation. The contribution due from each of those persons is in proportion to
the right to receive distributions in the capacity of general partner in effect
for each of those persons when the obligation was incurred.
(b) If a person does not contribute the full
amount required under paragraph (a) with respect to an unsatisfied obligation
of the limited partnership, the other persons required to contribute by
paragraph (a) on account of the obligation shall contribute the additional
amount necessary to discharge the obligation. The additional contribution due
from each of those other persons is in proportion to the right to receive
distributions in the capacity of general partner in effect for each of those
other persons when the obligation was incurred.
(c) If a person does not make the additional
contribution required by paragraph (b), further additional contributions are
determined and due in the same manner as provided in that paragraph.
4. A person that makes an additional
contribution under paragraph (b) or (c) of subsection 3 may recover from any
person whose failure to contribute under paragraph (a) or (b) of subsection 3
necessitated the additional contribution. A person may not recover under this
subsection more than the amount additionally contributed. A person’s liability
under this subsection may not exceed the amount the person failed to
contribute.
5. The estate of a deceased natural person
is liable for the person’s obligations under this section.
6. An assignee for the benefit of
creditors of a limited partnership or a partner, or a person appointed by a
court to represent creditors of a limited partnership or a partner, may enforce
a person’s obligation to contribute under subsection 3.
(Added to NRS by 2007, 471)
FOREIGN LIMITED PARTNERSHIPS
NRS 87A.535 Governing law. Subject
to the Constitution of this State:
1. The laws of the state or jurisdiction
under which a foreign limited partnership is organized govern its organization,
internal affairs and the liability of its limited partners.
2. A foreign limited partnership may not
be denied registration by reason of any difference between those laws and the
laws of this State.
(Added to NRS by 2007, 472; A 2009, 1705)
NRS 87A.540 Filing requirements; prohibition against registration for
certain illegal purposes; required provisions of application for registration.
1. Before transacting business in this
State, a foreign limited partnership shall register with the Secretary of
State. A person shall not register a foreign limited partnership with the
Secretary of State for any illegal purpose or with the fraudulent intent to
conceal any business activity, or lack thereof, from another person or a
governmental agency.
2. In order to register, a foreign limited
partnership shall submit to the Secretary of State an application for
registration as a foreign limited partnership, signed by a general partner. The
application for registration must set forth:
(a) The name of the foreign limited partnership
and, if different, the name under which it proposes to register and transact
business in this State;
(b) The state or jurisdiction under whose law the
foreign limited partnership is organized and the date of its organization;
(c) The information required pursuant to NRS 77.310;
(d) A statement that the Secretary of State is
appointed the agent of the foreign limited partnership for service of process
if the registered agent’s authority has been revoked or if the registered agent
cannot be found or served with the exercise of reasonable diligence;
(e) The address of the office required to be
maintained in the state or jurisdiction of its organization by the laws of that
state or jurisdiction or, if not so required, of the principal office of the
foreign limited partnership;
(f) The name and business address of each general
partner; and
(g) The address of the office at which is kept a
list of the names and addresses of the limited partners and their capital contributions,
together with an undertaking by the foreign limited partnership to keep those
records until the foreign limited partnership’s registration in this State is
cancelled or withdrawn.
(Added to NRS by 2007, 472; A 2011, 98; 2013, 875)
NRS 87A.545 Issuance of certificate of registration by Secretary of State.
1. If the Secretary of State finds that an
application for registration filed by a foreign limited partnership conforms to
law and all requisite fees have been paid, the Secretary of State shall issue a
certificate of registration to transact business in this State and mail it to
the person who filed the application or the person’s representative.
2. A certificate of registration does not
authorize a foreign limited partnership to engage in any business or exercise
any power that a limited partnership may not engage in or exercise in this
State.
(Added to NRS by 2007, 473)
NRS 87A.550 Registration of name. Except
as otherwise provided in NRS 87A.655, a foreign
limited partnership may register with the Secretary of State under any name,
whether or not it is the name under which it is registered in its state or
jurisdiction of organization, that contains the words “limited partnership” or
the abbreviations “L.P.” or “LP” and that could be registered by a domestic
limited partnership.
(Added to NRS by 2007, 473; A 2009, 1705;
2011, 99)
NRS 87A.555 Amendments to application for registration. If any statement in the application for
registration of a foreign limited partnership was false when made or any
arrangements or other facts described have changed, making the application
inaccurate in any respect, the foreign limited partnership shall promptly file
in the Office of the Secretary of State a certificate, signed and sworn to by a
general partner, correcting such statement.
(Added to NRS by 2007, 473)
NRS 87A.560 Annual list: Filing requirements; fees; powers and duties of
Secretary of State; regulations.
1. Each foreign limited 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 limited
partnership with the Secretary of State or, if the foreign limited 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 limited partnership;
(b) The file number of the foreign limited
partnership, if known;
(c) The names of all its general partners;
(d) The address, either residence or business, of
each general partner; and
(e) The signature of a general partner of the
foreign limited partnership, or some other person specifically authorized by
the foreign limited 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 limited partnership has complied
with the provisions of chapter 76 of NRS;
(b) The foreign limited 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 general 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 general partner in furtherance of any unlawful conduct.
3. Upon filing:
(a) The initial list required by this section,
the foreign limited partnership shall pay to the Secretary of State a fee of
$125.
(b) Each annual list required by this section,
the foreign limited partnership shall pay to the Secretary of State a fee of
$125.
4. If a general partner of a foreign
limited partnership resigns and the resignation is not reflected on the annual
or amended list of general partners, the foreign limited partnership or the
resigning general partner shall pay to the Secretary of State a fee of $75 to
file the resignation of the general partner.
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 limited partnership, which is required to comply with
the provisions of NRS 87A.560 to 87A.600, 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 limited
partnership to receive a notice does not excuse it from the penalty imposed by
the provisions of NRS 87A.560 to 87A.600, 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 limited
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 a list required by this section which identifies a general partner
with the fraudulent intent of concealing the identity of any person or persons
exercising the power or authority of a general 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 limited 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 2007, 473; A 2009, 2041,
2847; 2013, 875)
NRS 87A.565 Additional filing requirements for certain partnerships:
Criteria; statement; fees.
1. At the time of submitting any list
required pursuant to NRS 87A.560, a foreign
limited partnership that meets the criteria set forth in subsection 2 must submit:
(a) The statement required pursuant to subsection
3, accompanied by a declaration under penalty of perjury attesting that the
statement does not contain any material misrepresentation of fact; and
(b) A fee of $100,000, to be distributed in the manner
provided pursuant to subsection 4.
2. A foreign limited partnership must
submit a statement pursuant to this section if the foreign limited partnership,
including its parent and all subsidiaries:
(a) Holds 25 percent or more of the share of the
market within this State for any product sold or distributed by the foreign
limited partnership within this State; and
(b) Has had, during the previous 5-year period, a
total of five or more investigations commenced against the foreign limited
partnership, its parent or its subsidiaries in any jurisdiction within the
United States, including all state and federal investigations:
(1) Which concern any alleged contract,
combination or conspiracy in restraint of trade, as described in subsection 1
of NRS 598A.060, or which concern
similar activities prohibited by a substantially similar law of another
jurisdiction; and
(2) Which resulted in the foreign limited
partnership being fined or otherwise penalized or which resulted in the foreign
limited partnership being required to divest any holdings or being unable to
acquire any holdings as a condition for the settlement, dismissal or resolution
of those investigations.
3. A foreign limited partnership that
meets the criteria set forth in subsection 2 shall submit a statement which
includes the following information with respect to each investigation:
(a) The jurisdiction in which the investigation
was commenced.
(b) A summary of the nature of the investigation
and the facts and circumstances surrounding the investigation.
(c) If the investigation resulted in criminal or
civil litigation, a copy of all pleadings filed in the investigation by any
party to the litigation.
(d) A summary of the outcome of the
investigation, including specific information concerning whether any fine or
penalty was imposed against the foreign limited partnership and whether the
foreign limited partnership was required to divest any holdings or was unable
to acquire any holdings as a condition for the settlement, dismissal or
resolution of the investigation.
4. The fee collected pursuant to
subsection 1 must be deposited in the Attorney General’s Administration Budget
Account and used solely for the purpose of investigating any alleged contract,
combination or conspiracy in restraint of trade, as described in subsection 1
of NRS 598A.060.
(Added to NRS by 2007, 474)
NRS 87A.570 Certificate of authorization to transact business. If a foreign limited partnership has filed the
initial or annual list in compliance with NRS 87A.560
and has paid the appropriate fee for the filing, the cancelled check or other
proof of payment received by the foreign limited 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 2007, 475)
NRS 87A.575 Addresses of general partners required; failure to file.
1. Each list required to be filed under
the provisions of NRS 87A.560 to 87A.600, inclusive, must, after the name of each
general partner listed thereon, set forth the address, either residence or business,
of each general 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 limited partnership for which the list has
been offered for filing is subject to all the provisions of NRS 87A.560 to 87A.600,
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 2007, 475; A 2009, 1705)
NRS 87A.580 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 limited partnership shall
maintain at its registered office or principal place of business in this State:
(a) A current list of each general partner; or
(b) A statement indicating where such a list is
maintained.
2. Upon the request of the Secretary of
State, the foreign limited 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 limited 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 limited 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 authorizing the foreign limited partnership to
transact business in this State.
5. The Secretary of State shall not
reinstate or revive a certificate authorizing a foreign limited partnership to
transact business in this State that was revoked or suspended pursuant to
subsection 4 unless:
(a) The foreign limited 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 authorizing the foreign limited 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, 1347; A 2009, 2848)
NRS 87A.585 Defaulting partnerships: Identification; forfeiture of right to
transact business; penalty.
1. Each foreign limited partnership which
is required to make a filing and pay the fee prescribed in NRS 87A.560 to 87A.600,
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 limited partnership occurs, the defaulting
foreign limited 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 2007, 475)
NRS 87A.590 Defaulting partnerships: Duties of Secretary of State.
1. The Secretary of State shall notify, by
providing written notice to its registered agent, each foreign limited
partnership deemed in default pursuant to NRS 87A.585.
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 the filing of the certificate of limited
partnership occurs, the Secretary of State shall compile a complete list
containing the names of all foreign limited 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 limited
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 2007, 476)
NRS 87A.595 Defaulting partnerships: Conditions and procedure for
reinstatement.
1. Except as otherwise provided in
subsections 3 and 4 and NRS 87A.580, the Secretary
of State shall reinstate a foreign limited partnership which has forfeited or
which forfeits its right to transact business under the provisions of this
chapter and shall restore to the foreign limited 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 87A.560;
(2) The statement required by NRS 87A.565, if applicable;
(3) The information required pursuant to NRS 77.310; and
(4) 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 general partners of the foreign limited partnership; and
(b) Pays to the Secretary of State:
(1) The filing fee and penalty set forth
in NRS 87A.560 and 87A.585
for each year or portion thereof that its right to transact business was
forfeited;
(2) The fee set forth in NRS 87A.565, if applicable; and
(3) A fee of $300 for reinstatement.
2. When the Secretary of State reinstates
the foreign limited partnership, the Secretary of State shall issue to the
foreign limited partnership a certificate of reinstatement if the foreign
limited partnership:
(a) Requests a certificate of reinstatement; and
(b) Pays the required fees pursuant to NRS 87A.315.
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 limited
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 is not subject to reinstatement.
5. A reinstatement pursuant to this
section relates back to the date on which the foreign limited partnership
forfeited its right to transact business under the provisions of this chapter
and reinstates the foreign limited partnership’s right to transact business as
if such right had at all times remained in full force and effect.
(Added to NRS by 2007, 476; A 2007, 1347; 2009, 1705;
2013, 876)
NRS 87A.600 Defaulting partnerships: Reinstatement under old or new name;
regulations.
1. Except as otherwise provided in
subsection 2, if a foreign limited 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 limited partnership must
in its application for reinstatement submit in writing 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 limited partnership
under that new name.
2. If the applying foreign limited
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 limited 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 2007, 477)
NRS 87A.605 Cancellation of registration.
1. A foreign limited partnership may
cancel its registration by filing with the Secretary of State a certificate of
cancellation signed by a general partner. The certificate must set forth:
(a) The name of the foreign limited partnership;
(b) The reason for filing the certificate of
cancellation;
(c) The effective date and time of the
cancellation if other than the time of the filing of the certificate with the
Secretary of State, which date must not be more than 90 days after the date on
which the certificate is filed; and
(d) Any other information deemed necessary by the
general partners of the partnership.
Ê A
cancellation does not terminate the authority of the Secretary of State to
accept service of process on the foreign limited partnership with respect to
causes of action arising out of the transactions of business in this State.
2. If a certificate filed pursuant to
subsection 1 specifies a later effective date but does not specify an effective
time, the cancellation of the registration is effective at 12:01 a.m. in the
Pacific time zone on the specified later date.
(Added to NRS by 2007, 477; A 2011, 2804)
NRS 87A.610 Penalty for transacting business without registration;
enforcement; regulations.
1. Every foreign limited partnership
transacting business in this State which willfully fails or neglects to
register with the Secretary of State in accordance with the provisions of NRS 87A.540 or 88.575
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 limited partnership
transacting business in this State which fails or neglects to register with the
Secretary of State in accordance with the provisions of NRS
87A.540 or 88.575 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.
3. The failure of a foreign limited
partnership to register with the Secretary of State does not impair the
validity of any contract or act of the foreign limited partnership or prevent
the foreign limited 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 limited 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 where the foreign limited
partnership has its principal place of business or the Attorney General, or
both, for a determination of whether to institute proceedings to recover any
applicable fine provided for in this section. The district attorney of the
county where the foreign limited partnership has its principal place of
business 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 a fine pursuant to this section,
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 limited
partnership to answer any interrogatory submitted by the Secretary of State
that will assist in the investigation.
6. A limited partner of a foreign limited
partnership is not liable as a general partner of the foreign limited
partnership solely by reason of having transacted business in this State
without registration.
7. A foreign limited partnership, by
transacting business in this State without registering with the Secretary of
State, 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.
8. The Secretary of State may adopt
regulations to administer the provisions of this section.
(Added to NRS by 2007, 477; A 2009, 1706;
2013, 877)
NRS 87A.615 Activities not constituting transaction of business.
1. For the purposes of NRS 87A.535 to 87A.625,
inclusive, the following activities do not constitute transacting business in
this State:
(a) Maintaining, defending or settling any
proceeding;
(b) Holding meetings of the managers or members
or carrying on other activities concerning internal company affairs;
(c) Maintaining accounts in banks or credit
unions;
(d) Maintaining offices or agencies for the
transfer, exchange and registration of the company’s own securities or
maintaining trustees or depositaries with respect to those securities;
(e) Making sales through independent contractors;
(f) Soliciting or receiving orders outside this
State through or in response to letters, circulars, catalogs or other forms of
advertising, accepting those orders outside this State and filling them by
shipping goods into this State;
(g) Creating or acquiring indebtedness, mortgages
and security interests in real or personal property;
(h) Securing or collecting debts or enforcing
mortgages and security interests in property securing the debts;
(i) Owning, without more, real or personal
property;
(j) Isolated transactions completed within 30
days and not a part of a series of similar transactions;
(k) The production of motion pictures as defined
in NRS 231.020;
(l) Transacting business as an out-of-state
depository institution pursuant to the provisions of title 55 of NRS; and
(m) Transacting business in interstate commerce.
2. The list of activities in subsection 1
is not exhaustive.
3. A person who is not transacting
business in this State within the meaning of this section need not qualify or
comply with any provision of this chapter, title 55 or 56 of NRS or chapter 645A, 645B
or 645E of NRS unless the person:
(a) Maintains an office in this State for the
transaction of business; or
(b) Solicits or accepts deposits in the State,
except pursuant to the provisions of chapter 666
or 666A of NRS.
4. The fact that a person is not
transacting business in this State within the meaning of this section:
(a) Does not affect the determination of whether
any court, administrative agency or regulatory body in this State may exercise
personal jurisdiction over the person in any civil action, criminal action,
administrative proceeding or regulatory proceeding; and
(b) Except as otherwise provided in subsection 3,
does not affect the applicability of any other provision of law with respect to
the person and may not be offered as a defense or introduced in evidence in any
civil action, criminal action, administrative proceeding or regulatory
proceeding to prove that the person is not transacting business in this State,
including, without limitation, any civil action, criminal action,
administrative proceeding or regulatory proceeding involving an alleged violation
of chapter 597, 598
or 598A of NRS.
5. As used in this section, “deposits”
means demand deposits, savings deposits and time deposits, as those terms are
defined in chapter 657 of NRS.
(Added to NRS by 2007, 478)
NRS 87A.620 Determination of whether solicitation is made or accepted.
1. For the purposes of NRS 87A.615, a solicitation of a deposit is made in
this State, whether or not either party is present in this State, if the
solicitation:
(a) Originates in this State; or
(b) Is directed by the solicitor to a destination
in this State and received where it is directed, or at a post office in this
State if the solicitation is mailed.
2. A solicitation of a deposit is accepted
in this State if acceptance:
(a) Is communicated to the solicitor in this
State; and
(b) Has not previously been communicated to the
solicitor, orally or in writing, outside this State.
Ê Acceptance
is communicated to the solicitor in this State, whether or not either party is
present in this State, if the depositor directs it to the solicitor reasonably
believing the solicitor to be in this State and it is received where it is
directed, or at any post office in this State if the acceptance is mailed.
3. A solicitation made in a newspaper or
other publication of general, regular and paid circulation is not made in this
State if the publication:
(a) Is not published in this State; or
(b) Is published in this State but has had more
than two-thirds of its circulation outside this State during the 12 months
preceding the solicitation.
Ê If a
publication is published in editions, each edition is a separate publication
except for material common to all editions.
4. A solicitation made in a radio or
television program or other electronic communication received in this State
which originates outside this State is not made in this State. A radio or
television program or other electronic communication shall be deemed to have
originated in this State if the broadcast studio or origin of the source of
transmission is located within the State, unless:
(a) The program or communication is syndicated
and distributed from outside this State for redistribution to the general
public in this State;
(b) The program is supplied by a radio,
television or other electronic network whose electronic signal originates
outside this State for redistribution to the general public in this State;
(c) The program or communication is an electronic
signal that originates outside this State and is captured for redistribution to
the general public in this State by a community antenna or cable, radio, cable
television or other electronic system; or
(d) The program or communication consists of an
electronic signal which originates within this State, but which is not intended
for redistribution to the general public in this State.
(Added to NRS by 2007, 479)
NRS 87A.625 Action by Attorney General to restrain transaction of business. The Attorney General may bring an action to
restrain a foreign limited partnership from transacting business in this State
in violation of NRS 87A.535 to 87A.625, inclusive.
(Added to NRS by 2007, 479)
REGISTERED LIMITED-LIABILITY LIMITED PARTNERSHIPS
NRS 87A.630 Filing requirements; prohibition against registration for
certain illegal purposes; required and optional provisions of certificate of
registration.
1. To become a registered
limited-liability limited partnership, a limited partnership shall file with
the Secretary of State a certificate of registration stating each of the
following:
(a) The name of the limited 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
organizer signing the certificate.
(e) The name and business address of each initial
general partner.
(f) That the limited partnership thereafter will
be a registered limited-liability limited partnership.
(g) Any other information that the limited
partnership wishes to include.
2. The certificate of registration must be
signed by the vote necessary to amend the partnership agreement or, in the case
of a partnership agreement that expressly considers contribution obligations,
the vote necessary to amend those provisions.
3. The Secretary of State shall register
as a registered limited-liability limited partnership any limited partnership
that submits a completed certificate of registration with the required fee. A
person shall not register a registered limited-liability limited 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.
4. Any person may register as a registered
limited-liability limited partnership at the time the person files a
certificate of limited partnership by filing a certificate of limited
partnership and a certificate of registration of a limited-liability limited
partnership with the Secretary of State and paying the fees prescribed in
subsections 1 and 2 of NRS 87A.315.
5. The registration of a registered
limited-liability limited partnership is effective at the time of the filing of
the certificate of registration with the Secretary of State or upon a later
date and time as specified in the certificate of registration, which date must
not be more than 90 days after the date on which the certificate of
registration is filed. If the certificate of registration specifies a later
effective date but does not specify an effective time, the certificate of
registration is effective at 12:01 a.m. in the Pacific time zone on the
specified later date.
(Added to NRS by 2007, 479; A 2009, 2848;
2011, 2804;
2013, 878)
NRS 87A.632 Penalty for purporting to do business as registered
limited-liability limited partnership without registration; enforcement;
regulations.
1. Every person, other than a
limited-liability limited partnership formed pursuant to an agreement governed
by the laws of another state, who is purporting to do business in this State as
a registered limited-liability limited 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 this section, 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 person 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, 1701;
A 2013, 879)
NRS 87A.635 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 limited partnership must contain the words “Limited-Liability
Limited Partnership” or “Registered Limited-Liability Limited Partnership” or
the abbreviation “L.L.L.P.” or “LLLP” 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 limited partnership on a certificate of
registration of limited-liability limited partnership submitted to the
Secretary of State is not distinguishable from any 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 to the same name of the
holder of the name on file or reserved name to use the name accompanies the
certificate.
2. The Secretary of State shall not accept
for filing any certificate of registration or any certificate of amendment of a
certificate of registration of any registered limited-liability limited
partnership formed or existing pursuant to the laws of this State which
provides that the name of the registered limited-liability limited 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 limited 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 limited 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.
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 thereof.
4. The name of a registered limited-liability
limited 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.
5. The Secretary of State may adopt
regulations that interpret the requirements of this section.
(Added to NRS by 2007, 480)
NRS 87A.640 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 limited
partnership shall maintain at its registered office or principal place of
business in this State:
(a) A current list of each general partner; or
(b) A statement indicating where such a list is
maintained.
2. Upon the request of the Secretary of
State, the registered limited-liability limited 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 limited 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
limited 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 limited
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, 1348; A 2009, 2849)
NRS 87A.645 Termination of registration. The
registration of a registered limited-liability limited partnership is effective
until:
1. Its certificate of registration is
revoked pursuant to NRS 87A.305; or
2. The registered limited-liability
limited partnership files with the Secretary of State a notice of withdrawal
signed by a general partner. The notice must be accompanied by a fee of $100.
(Added to NRS by 2007, 481; A 2010, 26th
Special Session, 74)
NRS 87A.650 Status of partnership and liability of partners not affected by
errors in certain filed information. The
status of a limited partnership as a registered limited-liability limited
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 2007, 481)
NRS 87A.652 Penalty for purporting to transact business as foreign
registered limited-liability limited partnership without registration;
enforcement; regulations.
1. Every limited-liability limited
partnership, formed pursuant to an agreement governed by the laws of another
state, which is purporting to transact business in this State as a foreign
registered limited-liability limited partnership and which willfully fails or
neglects to register with the Secretary of State in accordance with the
provisions of NRS 87A.540 or 88.575 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 limited-liability limited
partnership, formed pursuant to an agreement governed by the laws of another state,
which is purporting to transact business in this State as a foreign registered
limited-liability limited partnership and which fails or neglects to register
with the Secretary of State in accordance with the provisions of NRS 87A.540 or 88.575
may not commence or maintain any action, suit or proceeding in any court of
this State until it has registered in this State.
3. The failure of a limited-liability
limited partnership, formed pursuant to an agreement governed by the laws of
another state and purporting to do business in this State as a foreign
registered limited-liability limited partnership, to register with the Secretary
of State in accordance with the provisions of NRS
87A.540 or 88.575 does not impair
the validity of any contract or act of the limited-liability limited
partnership or prevent the limited-liability limited partnership from defending
any action, suit or proceeding in any court of this State.
4. When the Secretary of State is advised
that a limited-liability limited partnership, formed pursuant to an agreement
governed by the laws of another state, 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 where the limited-liability
limited partnership has its principal place of business or the Attorney
General, or both, for a determination of whether to institute proceedings to
recover the fine. The district attorney of the county where the
limited-liability limited partnership has its principal place of business 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
limited-liability limited partnership, formed pursuant to an agreement governed
by the laws of another state, to answer any interrogatory submitted by the
Secretary of State that will assist in the investigation.
6. A limited partner of a
limited-liability limited partnership, formed pursuant to an agreement governed
by the laws of another state, is not liable as a general partner of the
limited-liability limited partnership solely by reason of having transacted
business in this State without registration.
7. A limited-liability limited
partnership, formed pursuant to an agreement governed by the laws of another
state, by transacting business in this State without registering with the
Secretary of State in accordance with the provisions of NRS
87A.540 or 88.575, 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.
8. The Secretary of State may adopt
regulations to administer the provisions of this section.
(Added to NRS by 2009, 1701;
A 2013, 879)
NRS 87A.655 Name of foreign partnership. The
name of a foreign registered limited-liability limited partnership that is
doing business in this State must contain the words “Limited-Liability Limited
Partnership” or “Registered Limited-Liability Limited Partnership” or the
abbreviations “L.L.L.P.” or “LLLP,” or such other words or abbreviations as may
be required or authorized by the laws of the other jurisdiction, as the last
words or letters of the name.
(Added to NRS by 2007, 481)
ACTIONS BY PARTNERS
NRS 87A.660 Direct action by partner.
1. Subject to subsection 2, a partner may
maintain a direct action against the limited partnership or another partner for
legal or equitable relief, with or without an accounting as to the
partnership’s activities, to enforce the rights and otherwise protect the
interests of the partner, including rights and interests under the partnership
agreement or this chapter or arising independently of the partnership
relationship.
2. A partner commencing a direct action
under this section is required to plead and prove an actual or threatened
injury that is not solely the result of an injury suffered or threatened to be
suffered by the limited partnership.
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 2007, 481)
NRS 87A.665 Derivative action. A
partner may maintain a derivative action to enforce a right of a limited
partnership if:
1. The partner first makes a demand on the
general partners, requesting that they cause the limited partnership to bring
an action to enforce the right, and the general partners do not bring the
action within a reasonable time; or
2. A demand would be futile.
(Added to NRS by 2007, 481)
NRS 87A.670 Proper plaintiff. A
derivative action may be maintained only by a person that is a partner at the
time the action is commenced and:
1. That was a partner when the conduct
giving rise to the action occurred; or
2. Whose status as a partner devolved upon
the person by operation of law or pursuant to the terms of the partnership
agreement from a person that was a partner at the time of the conduct.
(Added to NRS by 2007, 482)
NRS 87A.675 Pleading. In a
derivative action, the complaint must state with particularity:
1. The date and content of plaintiff’s
demand and the general partners’ response to the demand; or
2. Why demand should be excused as futile.
(Added to NRS by 2007, 482)
NRS 87A.680 Proceeds and expenses.
1. Except as otherwise provided in
subsection 2:
(a) Any proceeds or other benefits of a
derivative action, whether by judgment, compromise or settlement, belong to the
limited partnership and not to the derivative plaintiff.
(b) If the derivative plaintiff receives any
proceeds, the derivative plaintiff shall immediately remit them to the limited
partnership.
2. If a derivative action is successful in
whole or in part, the court may award the plaintiff reasonable expenses,
including reasonable attorney’s fees, from the recovery of the limited
partnership.
(Added to NRS by 2007, 482)
MISCELLANEOUS PROVISIONS
NRS 87A.685 Uniformity of application and construction. In applying and construing the Uniform Limited
Partnership Act (2001), consideration must be given to the need to promote
uniformity of the law with respect to its subject matter among states that
enact it.
(Added to NRS by 2007, 482)
NRS 87A.690 Relation to Electronic Signatures in Global and National
Commerce Act. This chapter modifies,
limits or supersedes the federal Electronic Signatures in Global and National
Commerce Act, 15 U.S.C. §§ 7001 et seq., but this chapter does not modify,
limit or supersede Section 101(c) of that Act or authorize electronic delivery
of any of the notices described in Section 103(b) of that Act.
(Added to NRS by 2007, 482)
NRS 87A.695 Provisions for existing partnerships.
1. A limited partnership formed under any
statute of this State prior to July 1, 1931, may become a limited partnership
under this chapter by complying with the provisions of this chapter if the
certificate sets forth:
(a) The amount of the original contribution of
each limited partner, and the time when the contribution was made; and
(b) That the property of the partnership exceeds
the amount sufficient to discharge its liabilities to persons not claiming as
general or limited partners by an amount greater than the sum of the
contributions of its limited partners.
2. A limited partnership formed under any
statute of this State prior to July 1, 1931, until or unless it becomes a
limited partnership under this chapter or chapter
88 of NRS, shall continue to be governed by the provisions of chapter 60,
Laws of Nevada Territory 1862, entitled “An Act to Authorize the Formation of
Limited Partnerships,” approved December 19, 1862, except that such a
partnership must not be renewed unless so provided in the original agreement.
(Added to NRS by 2007, 482)
NRS 87A.700 Operation of domestic partnership in another jurisdiction. To the extent permitted by the law of that
jurisdiction, a limited 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.
(Added to NRS by 2007, 482)
