[Rev. 2/10/2015 4:08:53
PM--2014R2]
CHAPTER 88 - UNIFORM LIMITED PARTNERSHIP
ACT
GENERAL PROVISIONS
NRS 88.010 Short
title.
NRS 88.315 Definitions.
NRS 88.317 Applicability.
NRS 88.318 Secretary
of State authorized to adopt certain regulations to allow limited partnership
to carry out powers and duties through most recent technology.
NRS 88.320 Name
of partnership: Distinguishable name required; limitations; availability of
name of forfeited, merged or otherwise terminated partnership; regulations.
NRS 88.325 Name
of partnership: Reservation; transfer of right to exclusive use of reserved
name.
NRS 88.327 Name
of partnership: Reinstatement under old or new name; regulations.
NRS 88.330 Registered
agent required; maintenance of records at office in State; change of address.
NRS 88.332 Resignation
of registered agent or termination of registration of commercial registered
agent.
NRS 88.335 Records
required to be maintained at office in State; inspection and copying of
records.
NRS 88.3355 Statement
to be maintained at registered office or principal place of business;
requirement to assist in criminal investigation; failure to comply;
regulations.
NRS 88.336 Form
required for filing of records.
NRS 88.337 Procedure
to submit replacement page to Secretary of State before actual filing of
record.
NRS 88.338 Filing
of records written in language other than English.
NRS 88.339 Correction
of inaccurate or defective record filed with Secretary of State; cancellation
of filings.
NRS 88.340 Partnership
records: Microfilming; imaging; return.
NRS 88.342 Business
which may be carried on; prohibition against formation of limited partnership
for certain illegal purposes.
NRS 88.345 Right
of partner to transact other business with partnership.
FORMATION
NRS 88.350 Filing
requirements; required and optional provisions of certificate of limited
partnership.
NRS 88.352 Penalty
for purporting to do business as limited partnership without filing certificate
of limited partnership; enforcement; regulations.
NRS 88.355 Amendment
and restatement of certificate of limited partnership.
NRS 88.360 Cancellation
of certificate of limited partnership.
NRS 88.365 Authority
of district court to order signing of certificate.
NRS 88.370 Notice
imparted by filing certificate of limited partnership.
NRS 88.375 Manner
in which certificates must be signed.
NRS 88.380 Filing
and effectiveness of certificates or judicial decrees.
NRS 88.385 Liability
for false statements in certificates.
NRS 88.390 Delivery
of certificates to limited partners.
NRS 88.395 Annual
list: Filing requirements; fees; notice; regulations.
NRS 88.397 Additional
filing requirements for certain partnerships: Criteria; statement; fees.
NRS 88.400 Certificate
of authorization to transact business; identification of defaulting
partnerships; reinstatement of partnership which is unit-owners’ association;
forfeiture and penalty.
NRS 88.405 Defaulting
partnerships: Duties of Secretary of State; revocation of certificate; assets
held in trust.
NRS 88.410 Defaulting
partnerships: Conditions and procedure for reinstatement.
NRS 88.415 Fees.
LIMITED PARTNERS
NRS 88.420 When
person becomes limited partner; admission of additional limited partners.
NRS 88.425 Voting
rights.
NRS 88.430 Liability
to other persons; exceptions.
NRS 88.435 Liability
of person erroneously believing self to be limited partner.
NRS 88.440 Right
of limited partner to records and information of partnership.
GENERAL PARTNERS
NRS 88.445 Admission
of additional general partners.
NRS 88.450 Events
of withdrawal.
NRS 88.455 Rights,
powers and liabilities.
NRS 88.460 Contributions
to partnership by general partner.
NRS 88.465 Voting
rights.
FINANCES
NRS 88.470 Form
of partner’s contribution.
NRS 88.475 Liability
of partner for contributions to partnership.
NRS 88.480 Sharing
of profits and losses among partners.
NRS 88.485 Distribution
of assets among partners.
DISTRIBUTIONS AND WITHDRAWAL
NRS 88.490 Right
of partner to receive distributions before withdrawal from or dissolution of
partnership.
NRS 88.495 Withdrawal
of general partner.
NRS 88.500 Withdrawal
of limited partner.
NRS 88.505 Distribution
upon withdrawal.
NRS 88.510 Distribution
in kind.
NRS 88.515 Rights
upon distribution.
NRS 88.520 Limitations
on distribution.
NRS 88.522 Limitations
on distributions applicable to restricted limited partnerships.
NRS 88.525 Liability
upon return of contribution.
INTERESTS IN PARTNERSHIPS
NRS 88.528 Nature
of interest in partnership.
NRS 88.530 Assignments.
NRS 88.535 Rights
and remedies of creditor of partner.
NRS 88.540 Right
of assignee to become limited partner; liability.
NRS 88.545 Rights
of estate of deceased or incompetent partner.
DISSOLUTION
NRS 88.550 Events
causing dissolution.
NRS 88.555 Dissolution
by decree of district court.
NRS 88.560 Winding
up.
NRS 88.565 Distribution
of assets.
FOREIGN LIMITED PARTNERSHIPS
NRS 88.570 Law
governing organization, internal affairs and liability of limited partners.
NRS 88.575 Filing
requirements; prohibition against registration for certain illegal purposes;
required provisions of application for registration.
NRS 88.580 Issuance
of certificate of registration by Secretary of State.
NRS 88.585 Registration
of name.
NRS 88.590 Amendments
to application for registration.
NRS 88.591 Annual
list: Filing requirements; fees; powers and duties of Secretary of State;
regulations.
NRS 88.5915 Additional
filing requirements for certain partnerships: Criteria; statement; fees.
NRS 88.592 Certificate
of authorization to transact business.
NRS 88.5925 Addresses
of general partners required; failure to file.
NRS 88.5927 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 88.593 Defaulting
partnerships: Identification; forfeiture of right to transact business;
penalty.
NRS 88.5935 Defaulting
partnerships: Duties of Secretary of State.
NRS 88.594 Defaulting
partnerships: Conditions and procedure for reinstatement.
NRS 88.5945 Defaulting
partnerships: Reinstatement under old or new name; regulations.
NRS 88.595 Cancellation
of registration.
NRS 88.600 Penalty
for transacting business without registration; enforcement; regulations.
NRS 88.602 Activities
not constituting transaction of business.
NRS 88.603 Determination
of whether solicitation is made or accepted.
NRS 88.605 Action
by Attorney General to restrain transaction of business.
REGISTERED LIMITED-LIABILITY LIMITED PARTNERSHIPS
NRS 88.606 Filing
requirements; required and optional provisions of certificate of registration;
prohibition against registration for certain illegal purposes.
NRS 88.6062 Penalty
for purporting to do business as registered limited-liability limited partnership
without registration; enforcement; regulations.
NRS 88.6065 Name
of partnership: Distinguishable name required; limitations; availability of
name of forfeited, merged or otherwise terminated partnership; regulations.
NRS 88.6067 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 88.607 Termination
of registration.
NRS 88.6075 Status
of partnership and liability of partners not affected by errors in certain
filed information.
NRS 88.608 Liability
of partner for debt or liability of partnership.
NRS 88.6085 Liability
of persons acting on behalf of partnership without authority.
NRS 88.6087 Penalty
for purporting to transact business as foreign registered limited-liability
limited partnership without registration; enforcement; regulations.
NRS 88.609 Name
of foreign partnership.
DERIVATIVE ACTIONS
NRS 88.610 Authority
of limited partner to bring action.
NRS 88.615 Qualifications
of plaintiff.
NRS 88.620 Pleading.
NRS 88.625 Expenses.
MISCELLANEOUS PROVISIONS
NRS 88.630 Legislative
intent.
NRS 88.635 Applicability
of NRS 87.010 to 87.430, inclusive.
NRS 88.640 Provisions
for existing partnerships.
NRS 88.645 Act
repealed.
NRS 88.650 Operation
of domestic partnership in another jurisdiction.
_________
GENERAL PROVISIONS
NRS 88.010 Short title. This
chapter may be cited as the Uniform Limited Partnership Act.
[27:73:1931; 1931 NCL § 5029.26]
NRS 88.315 Definitions. As
used in this chapter, unless the context otherwise requires:
1. “Certificate of limited partnership”
means the certificate referred to in NRS 88.350,
and the certificate as amended or restated.
2. “Contribution” means any cash,
property, services rendered, or a promissory note or other binding obligation
to contribute cash or property or to perform services, which a partner
contributes to a limited partnership in his or her capacity as a partner.
3. “Event of withdrawal of a general
partner” means an event that causes a person to cease to be a general partner
as provided in NRS 88.450.
4. “Foreign limited partnership” means a
partnership formed under the laws of a jurisdiction other than this State and
having as partners one or more general partners and one or more limited
partners.
5. “Foreign registered limited-liability
limited partnership” means a foreign limited-liability limited partnership:
(a) Formed pursuant to an agreement governed by
the laws of another state; and
(b) Registered pursuant to and complying with NRS 88.570 to 88.605,
inclusive, and 88.609.
6. “General partner” means a person who
has been admitted to a limited partnership as a general partner in accordance
with the partnership agreement and named in the certificate of limited
partnership as a general partner.
7. “Limited partner” means a person who
has been admitted to a limited partnership as a limited partner in accordance
with the partnership agreement.
8. “Limited partnership” and “domestic
limited partnership” mean a partnership formed by two or more persons under the
laws of this State and having one or more general partners and one or more
limited partners, including a restricted limited partnership.
9. “Partner” means a limited or general
partner.
10. “Partnership agreement” means any
valid agreement, written or oral, of the partners as to the affairs of a
limited partnership and the conduct of its business.
11. “Partnership interest” means a
partner’s share of the profits and losses of a limited partnership and the
right to receive distributions of partnership assets.
12. “Registered limited-liability limited
partnership” means a limited partnership:
(a) Formed pursuant to an agreement governed by
this chapter; and
(b) Registered pursuant to and complying with NRS 88.350 to 88.415,
inclusive, 88.606, 88.6065
and 88.607.
13. “Registered agent” has the meaning
ascribed to it in NRS 77.230.
14. “Registered office” means the office
maintained at the street address of the registered agent.
15. “Restricted limited partnership” means
a limited partnership organized and existing under this chapter that elects to
include the optional provisions permitted by NRS 88.350.
16. “State” means a state, territory or
possession of the United States, the District of Columbia or the Commonwealth
of Puerto Rico.
(Added to NRS by 1985, 1279; A 1987, 65; 1995, 2114; 1997, 724; 1999, 1620; 2001, 101, 2725; 2003, 3149; 2003, 20th
Special Session, 91; 2007, 2685; 2009, 1709;
2011, 99,
2805)
NRS 88.317 Applicability. The
provisions of this chapter apply to a limited partnership:
1. Which was formed before October 1,
2007, and which does not voluntarily elect to be governed by the provisions of chapter 87A of NRS; or
2. Which is formed on or after October 1,
2007, and which voluntarily elects to be governed by the provisions of this
chapter.
(Added to NRS by 2007, 483)
NRS 88.318 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 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, 781)
NRS 88.320 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 88.6065, 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 not contain the name of a limited partner
unless:
(1) It is also the name of a general
partner or the corporate name of a corporate general partner; or
(2) The business of the limited
partnership had been carried on under that name before the admission of that
limited 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 1985, 1280; A 1987, 66, 1061; 1993, 1018; 1997, 2817; 1999, 1621; 2001, 1397, 3199; 2003, 20th
Special Session, 92; 2005, 2631; 2007, 10, 2288)
NRS 88.325 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 1985, 1280; A 1987, 1062; 2003, 3150)
NRS 88.327 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 1997, 2817; A 1999, 1622; 2003, 20th
Special Session, 94)
NRS 88.330 Registered agent required; maintenance of records at office in
State; change of address.
1. Each limited partnership shall
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 88.335 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 1985, 1281; A 1987, 66; 1993, 1018; 1995, 1132, 2115; 2007, 2686)
NRS 88.332 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 88.400 and 88.405.
3. As used in this section, “commercial
registered agent” has the meaning ascribed to it in NRS 77.040.
(Added to NRS by 1987, 77; A 1993, 1019; 1995, 1133; 1999, 1623; 2003, 3150; 2003, 20th
Special Session, 95; 2007, 2687; 2013, 880)
NRS 88.335 Records required to be maintained at office in State; inspection
and copying of records.
1. A limited partnership shall keep at the
office referred to in paragraph (a) of subsection 1 of NRS
88.330 the following:
(a) A current list of the full name and last
known business address of each partner, separately identifying the general
partners in alphabetical order and the limited partners in alphabetical order;
(b) A copy of the certificate of limited
partnership and all certificates of amendment thereto, together with signed copies
of any powers of attorney pursuant to which any certificate has been signed;
(c) Copies of the limited partnership’s federal,
state, and local income tax returns and reports, if any, for the 3 most recent
years;
(d) Copies of any then effective written
partnership agreements;
(e) Copies of any financial statements of the
limited partnership for the 3 most recent years; and
(f) Unless contained in a written partnership
agreement, a writing setting out:
(1) The amount of cash and a description
and statement of the agreed value of the other property or services contributed
by each partner and which each partner has agreed to contribute;
(2) 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;
(3) Any right of a partner to receive, or
of a general partner to make, distributions to a partner which include a return
of all or any part of the partner’s contribution; and
(4) Any events upon the happening of which
the limited partnership is to be dissolved and its affairs wound up.
2. In lieu of keeping at an office in this
State the information required in paragraphs (a), (c), (e) and (f) of
subsection 1, the limited partnership may keep a statement with the registered
agent setting out the name of the custodian of the information required in
paragraphs (a), (c), (e) and (f) of subsection 1, and the present and complete
post office address, including street and number, if any, where the information
required in paragraphs (a), (c), (e) and (f) of subsection 1 is kept.
3. Records kept pursuant to this section
are subject to inspection and copying at the reasonable request, and at the
expense, of any partner during ordinary business hours.
(Added to NRS by 1985, 1281; A 1987, 67; 1997, 725; 2003, 3151; 2003, 20th
Special Session, 95; 2007, 2687)
NRS 88.3355 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 paragraph (a) of subsection 1 of
NRS 88.335 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 paragraph
(a) of subsection 1 of NRS 88.335; 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, 1329; A 2009, 1710,
2849)
NRS 88.336 Form required for filing of records.
1. Each record filed with the Secretary of
State pursuant to this chapter must be on or accompanied by a form prescribed
by the Secretary of State.
2. The Secretary of State may refuse to
file a record which does not comply with subsection 1 or which does not contain
all of the information required by statute for filing the record.
3. If the provisions of the form
prescribed by the Secretary of State conflict with the provisions of any record
that is submitted for filing with the form:
(a) The provisions of the form control for all
purposes with respect to the information that is required by statute to appear
in the record in order for the record to be filed; and
(b) Unless otherwise provided in the record, the
provisions of the record control in every other situation.
4. The Secretary of State may by
regulation provide for the electronic filing of records with the Office of the
Secretary of State.
(Added to NRS by 2003, 20th
Special Session, 87)
NRS 88.337 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 1997, 2817; A 2003, 3151)
NRS 88.338 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 1995, 1132; A 2003, 3151)
NRS 88.339 Correction of inaccurate or defective record filed with
Secretary of State; cancellation of filings.
1. A limited partnership may correct a
record filed in the Office of the Secretary of State with respect to the
limited partnership if the record contains an inaccurate description of a
partnership action or if the record was defectively signed, attested, sealed,
verified or acknowledged.
2. To correct a record, the limited
partnership must:
(a) Prepare a certificate of correction that:
(1) States the name of the limited
partnership;
(2) Describes the record, including,
without limitation, its filing date;
(3) Specifies the inaccuracy or defect;
(4) Sets forth the inaccurate or defective
portion of the record in an accurate or corrected form; and
(5) Is signed by a general partner of the
limited partnership or by some other person specifically authorized by the
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 is
effective on the effective date of the record it corrects except as to persons
relying on the uncorrected record and adversely affected by the correction. As
to those persons, the certificate is effective when filed.
4. If a 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 may cancel the filing by:
(a) Filing a statement of cancellation with the
Secretary of State; and
(b) Paying a fee of $50.
(Added to NRS by 2001, 1397; A 2001, 3198, 3199; 2003, 3151; 2003, 20th
Special Session, 96; 2009, 2850;
2013, 880)
NRS 88.340 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 1985, 1294; A 2003, 3152; 2003, 20th
Special Session, 96)
NRS 88.342 Business which may be carried on; prohibition against formation
of limited partnership for certain illegal purposes.
1. A limited partnership may carry on any
business that a partnership without limited partners may carry on except
banking or insurance.
2. A person shall not form 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.
(Added to NRS by 1987, 78; A 2013, 881)
NRS 88.345 Right of partner to transact other business with partnership. Except as provided in the partnership
agreement, a partner may lend money to and transact other business with the
limited partnership and, subject to other applicable law, has the same rights
and obligations with respect thereto as a person who is not a partner.
(Added to NRS by 1985, 1281)
FORMATION
NRS 88.350 Filing requirements; required and optional provisions of
certificate of limited partnership.
1. In order to form a limited partnership,
a certificate of limited partnership must be signed and filed in the Office of
the Secretary of State. The certificate must set forth:
(a) The name of the limited partnership;
(b) The information required pursuant to NRS 77.310;
(c) The name and business address of each
organizer executing the certificate;
(d) The name and business address of each initial
general partner;
(e) The latest date upon which the limited
partnership is to dissolve;
(f) If the limited partnership is to be a
restricted limited partnership, a statement to that effect; and
(g) Any other matters the organizers determine to
include therein.
2. A limited partnership is formed at the
time of the filing of the certificate of limited partnership in the Office of
the Secretary of State or at any later time specified in the certificate of
limited partnership if there has been substantial compliance with the
requirements of this section.
(Added to NRS by 1985, 1281; A 1987, 3, 67; 1993, 1020; 1995, 1133, 2115; 2003, 3152; 2003, 20th
Special Session, 96; 2007, 2688; 2009, 1711)
NRS 88.352 Penalty for purporting to do business as limited partnership
without filing certificate of limited partnership; 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 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, 1707;
A 2013, 881)
NRS 88.355 Amendment and restatement of certificate of limited partnership.
1. A certificate of limited partnership is
amended by filing a certificate of amendment thereto in the Office of the
Secretary of State. The certificate must set forth:
(a) The name of the limited partnership; and
(b) The amendment.
2. Within 30 days after the happening of
any of the following events, an amendment to a certificate of limited
partnership reflecting the occurrence of the event or events must be filed:
(a) The admission of a new general partner;
(b) The withdrawal of a general partner; or
(c) The continuation of the business under NRS 88.550 after an event of withdrawal of a general
partner.
3. A general partner who becomes aware
that any statement in a certificate of limited partnership was false when made
or that any arrangements or other facts described, except the address of its
office or the name or address of its registered agent, have changed, making the
certificate inaccurate in any respect, shall promptly amend the certificate.
4. A certificate of limited partnership
may be amended at any time for any other proper purpose the general partners
determine.
5. No person has any liability because an
amendment to a certificate of limited partnership has not been filed to reflect
the occurrence of any event referred to in subsection 2 if the amendment is
filed within the 30-day period specified in subsection 2.
6. A certificate of amendment filed
pursuant to this section is effective at the time of the filing of the
certificate with the Secretary of State or upon a later date and time as
specified in the certificate, which date must not be more than 90 days after
the date on which the certificate is filed. If a certificate filed pursuant to
this section specifies a later effective date but does not specify an effective
time, the certificate is effective at 12:01 a.m. in the Pacific time zone on
the specified later date.
7. A restated certificate of limited
partnership may be signed and filed in the same manner as a certificate of
amendment. If the certificate alters or amends the certificate of limited
partnership in any manner, it must be accompanied by a form prescribed by the
Secretary of State setting forth which provisions of the certificate of limited
partnership on file with the Secretary of State are being altered or amended.
(Added to NRS by 1985, 1282; A 1987, 4, 68; 1995, 2115; 2001, 1398, 3199; 2003, 3152; 2005, 2198, 2265; 2007, 2688; 2011, 2806)
NRS 88.360 Cancellation of certificate of limited partnership.
1. A certificate
of limited partnership must be cancelled upon the dissolution and the
commencement of winding up of the partnership or at any other time there are no
limited partners. A certificate of cancellation must be filed in the Office of
the Secretary of State and set forth:
(a) The name of the 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 the general partners
filing the certificate determine.
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 certificate of limited partnership is effective
at 12:01 a.m. in the Pacific time zone on the specified later date.
(Added to NRS by 1985, 1283; A 2003, 20th
Special Session, 97; 2005, 2199; 2011, 2807)
NRS 88.365 Authority of district court to order signing of certificate. If a person required by NRS
88.375 to sign a certificate fails or refuses to do so, any other person
who is adversely affected by the failure or refusal may petition the district
court to direct the signing of the certificate. If the court finds that it is
proper for the certificate to be signed and that any person so designated has
failed or refused to sign the certificate, it shall order the Secretary of
State to record an appropriate certificate.
(Added to NRS by 1985, 1283; A 1987, 69; 2003, 3153)
NRS 88.370 Notice imparted by filing certificate of limited partnership. The fact that a certificate of limited
partnership is on file in the Office of the Secretary of State is notice that
the partnership is a limited partnership and that a person designated as a
general partner is a general partner, but it is not notice of any other fact.
(Added to NRS by 1985, 1284; A 1987, 69)
NRS 88.375 Manner in which certificates must be signed.
1. Each
certificate required by NRS 88.350 to 88.390, inclusive, to be filed in the Office of the
Secretary of State must be signed in the following manner:
(a) An original certificate of limited
partnership must be signed by all organizers;
(b) A certificate of amendment must be signed by
at least one general partner and by each other general partner designated in
the certificate as a new general partner; and
(c) A certificate of cancellation must be signed
by all general partners.
2. Any person may sign a certificate by an
attorney-in-fact, but a power of attorney to sign a certificate relating to the
admission of a general partner must specifically describe the admission.
3. The signing of a certificate by a
general partner constitutes an affirmation under the penalties of perjury that
the facts stated therein are true.
(Added to NRS by 1985, 1283; A 1987, 4, 69; 2003, 3153; 2005, 2265; 2009, 1711)
NRS 88.380 Filing and effectiveness of certificates or judicial decrees.
1. A signed copy of the certificate of
limited partnership and of any certificates of amendment or cancellation or of
any judicial decree of amendment or cancellation must be delivered to the
Secretary of State. A person who signs a certificate as an agent or fiduciary
need not exhibit evidence of his or her authority as a prerequisite to filing.
Unless the Secretary of State finds that any certificate does not conform to
law, upon receipt of all filing fees required by law the Secretary of State
shall file the certificate.
2. At the time of the filing of a
certificate of amendment or judicial decree of amendment with the Secretary of
State, upon a later date and time as specified in the certificate or judicial
decree, which date must not be more than 90 days after the date on which the
certificate or judicial decree is filed or, if a certificate or judicial decree
filed pursuant to this section specifies a later effective date but does not
specify an effective time, at 12:01 a.m. in the Pacific time zone on the
specified later date, whichever is applicable, the certificate of limited
partnership is amended as set forth therein.
3. At the time of the filing of a
certificate of cancellation or a judicial decree thereof with the Secretary of
State, upon a later date and time as specified in the certificate or judicial
decree, which date must not be more than 90 days after the date on which the
certificate or judicial decree is filed or, if a certificate or judicial decree
filed pursuant to this section specifies a later effective date but does not
specify an effective time, at 12:01 a.m. in the Pacific time zone on the
specified later date, whichever is applicable, the certificate of limited
partnership is cancelled.
(Added to NRS by 1985, 1283; A 1995, 1134; 2003, 3153; 2005, 2199; 2011, 2807)
NRS 88.385 Liability for false statements in certificates. If any certificate of limited partnership or
certificate of amendment or cancellation contains a false statement, one who
suffers loss by reliance on the statement may recover damages for the loss
from:
1. Any person who signs the certificate,
or causes another to sign it on his or her behalf, and knew, and any general
partner who knew or should have known, the statement to be false at the time
the certificate was signed; and
2. Any general partner who thereafter
knows or should have known that any arrangement or other fact described in the
certificate has changed, making the statement inaccurate in any respect within a
sufficient time before the statement was relied upon reasonably to have enabled
that general partner to cancel or amend the certificate, or to file a petition
for its cancellation or amendment under NRS 88.365.
(Added to NRS by 1985, 1284; A 2003, 3154)
NRS 88.390 Delivery of certificates to limited partners. Upon the return by the Secretary of State
pursuant to NRS 88.380 of a certificate marked
“Filed,” the general partners shall promptly deliver or mail a copy of the
certificate of limited partnership and each certificate of amendment or
cancellation to each limited partner unless the partnership agreement provides
otherwise.
(Added to NRS by 1985, 1284)
NRS 88.395 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 $175.
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 88.400.
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 88.355 and
may not be substituted for filings submitted pursuant to NRS
88.355.
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 1985, 1294; A 1987, 70; 1995, 1134; 1997, 2818; 1999, 1623; 2001, 1399, 3186, 3199; 2003, 20th
Special Session, 97, 186; 2005, 2265; 2007, 2689; 2009, 2042,
2851; 2013, 882)
NRS 88.397 Additional filing requirements for certain partnerships:
Criteria; statement; fees.
1. At the time of submitting any list
required pursuant to NRS 88.395, 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 2003, 20th
Special Session, 84)
NRS 88.400 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 88.395 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
88.395 and 88.397 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 or 116B.030 has failed to register pursuant
to NRS 116.31158 or 116B.625 or failed to pay the fees
pursuant to NRS 116.31155 or 116B.620, the Secretary of State shall
deem the 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 or 116B.625 and paid the fees pursuant to NRS 116.31155 or 116B.620, 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 88.410.
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 1985, 1294; A 1993, 1020; 1995, 1134; 1999, 1624; 2001, 1399, 3187, 3199; 2003, 48, 51; 2003, 20th
Special Session, 98; 2007, 2290)
NRS 88.405 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 1985, 1295; A 1995, 1135; 2001, 1400, 3199; 2003, 48; 2003, 20th
Special Session, 99; 2007, 2690)
NRS 88.410 Defaulting partnerships: Conditions and procedure for
reinstatement.
1. Except as otherwise provided in
subsections 3 and 4 and NRS 88.3355, 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 88.395;
(2) The statement required by NRS 88.397, 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 88.395 and 88.400
for each year or portion thereof during which the certificate has been revoked;
(2) The fee set forth in NRS 88.397, 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 88.415.
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. Except as otherwise provided in NRS 88.327, a reinstatement pursuant to this section
relates back to the date on which the limited partnership forfeited its right
to transact business under the provisions of this chapter and reinstates the
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 1985, 1295; A 1995, 1135; 1997, 2819; 2001, 3187; 2003, 20th
Special Session, 99; 2007, 1331, 2430, 2691; 2013, 883)
NRS 88.415 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, $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 1985, 1295; A 1987, 70; 1993, 1020; 1995, 1136; 1999, 1624; 2001, 3188; 2003, 3154; 2003,
20th Special Session, 100; 2005, 2266; 2007, 2691; 2010, 26th
Special Session, 75)
LIMITED PARTNERS
NRS 88.420 When person becomes limited partner; admission of additional
limited partners.
1. A person becomes a limited partner:
(a) At the time the limited partnership is
formed; or
(b) At any later time stated in the records of
the limited partnership for becoming a limited partner.
2. After the filing of a limited
partnership’s original certificate of limited partnership, a person may be
admitted as an additional limited partner:
(a) In the case of a person acquiring a
partnership interest directly from the limited partnership, upon the compliance
with the partnership agreement or, if the partnership agreement does not so
provide, upon the written consent of all partners; and
(b) In the case of an assignee of a partnership
interest of a partner who has the power, as provided in NRS
88.540, to grant the assignee the right to become a limited partner, upon
the exercise of that power and compliance with any conditions limiting the
grant or exercise of the power.
(Added to NRS by 1985, 1284; A 1987, 5, 71)
NRS 88.425 Voting rights. Subject
to NRS 88.430, the partnership agreement may grant
to all or a specified group of the limited partners the right to vote on a per
capita or other basis upon any matter.
(Added to NRS by 1985, 1285)
NRS 88.430 Liability to other persons; exceptions.
1. Except as provided in subsection 4, a
limited partner is not liable for the obligations of a limited partnership
unless the limited partner is also a general partner or, in addition to the
exercise of his or her rights and powers as a limited partner, the limited
partner participates in the control of the business. However, if the limited
partner participates in the control of the business, the limited partner is
liable only to persons who transact business with the limited partnership
reasonably believing, based upon the limited partner’s conduct, that the
limited partner is a general partner.
2. A limited partner does not participate
in the control of the business within the meaning of subsection 1 solely by
doing one or more of the following:
(a) Being a contractor for or an agent or
employee of the limited partnership or of a general partner or being an
officer, director or shareholder of a general partner that is a corporation;
(b) Consulting with and advising a general
partner with respect to the business of the limited partnership;
(c) Acting as surety for the limited partnership
guaranteeing or assuming one or more specific obligations of the limited
partnership;
(d) Taking any action required or permitted by
law to bring or pursue a derivative action in the right of the limited
partnership;
(e) Requesting or attending a meeting of partners;
(f) Proposing, approving or disapproving, by
voting or otherwise, one or more of the following matters:
(1) The dissolution and winding up of the
limited partnership;
(2) The sale, exchange, lease, mortgage,
pledge or other transfer of all or substantially all of the assets of the
limited partnership;
(3) The incurrence of indebtedness by the
limited partnership other than in the ordinary course of its business;
(4) A change in the nature of the
business;
(5) The admission or removal of a general
partner;
(6) The admission or removal of a limited
partner;
(7) A transaction involving an actual or
potential conflict of interest between a general partner and the limited
partnership or the limited partners;
(8) An amendment to the partnership
agreement or certificate of limited partnership; or
(9) Matters related to the business of the
limited partnership not otherwise enumerated in this subsection, which the
partnership agreement states in writing may be subject to the approval or
disapproval of limited partners;
(g) Winding up the limited partnership pursuant
to NRS 88.560; or
(h) Exercising any right or power permitted to
limited partners under this chapter and not specifically enumerated in this
subsection.
3. The enumeration in subsection 2 does
not mean that the possession or exercise of any other powers by a limited
partner constitutes participation by the limited partner in the business of the
limited partnership.
4. A limited partner who knowingly permits
his or her name to be used in the name of the limited partnership, except under
circumstances permitted by paragraph (b) of subsection 1 of NRS 88.320, is liable to creditors who extend credit
to the limited partnership without actual knowledge that the limited partner is
not a general partner.
(Added to NRS by 1985, 1285; A 1987, 71; 1997, 2820)
NRS 88.435 Liability of person erroneously believing self to be limited
partner.
1. Except as provided in subsection 2, a
person who makes a contribution to a business enterprise and erroneously but in
good faith believes that the person has become a limited partner in the
enterprise is not a general partner in the enterprise and is not bound by its
obligations by reason of making the contribution, receiving distributions from
the enterprise, or exercising any rights of a limited partner, if, on
ascertaining the mistake, the person:
(a) Causes an appropriate certificate of limited
partnership or a certificate of amendment to be signed and filed; or
(b) Withdraws from future equity participation in
the enterprise by signing and filing in the Office of the Secretary of State a
certificate declaring withdrawal under this section.
2. A person who makes a contribution of
the kind described in subsection 1 is liable as a general partner to any third
party who transacts business with the enterprise:
(a) Before the person withdraws and an appropriate
certificate is filed to show withdrawal; or
(b) Before an appropriate certificate is filed to
show that the person is not a general partner,
Ê but in
either case only if the third party actually believed in good faith that the
person was a general partner at the time of the transaction.
(Added to NRS by 1985, 1285; A 1987, 72; 2003, 3154)
NRS 88.440 Right of limited partner to records and information of
partnership. Each limited partner
has the right to:
1. Inspect and copy any of the partnership
records required to be maintained by NRS 88.335;
and
2. Obtain from the general partners from
time to time upon reasonable demand:
(a) True and full information regarding the state
of the business and financial condition of the limited partnership;
(b) Promptly after becoming available, a copy of
the limited partnership’s federal, state and local income tax returns for each
year; and
(c) Other information regarding the affairs of
the limited partnership as is just and reasonable.
(Added to NRS by 1985, 1286)
GENERAL PARTNERS
NRS 88.445 Admission of additional general partners. After the filing of a limited partnership’s
original certificate of limited partnership, additional general partners may be
admitted as provided in writing in the partnership agreement or, if the
partnership agreement does not provide in writing for the admission of
additional general partners, with the written consent of all partners.
(Added to NRS by 1985, 1286; A 1987, 73)
NRS 88.450 Events of withdrawal. Except
as approved by the specific written consent of all partners at the time, a
person ceases to be a general partner of a limited partnership upon the
happening of any of the following events:
1. The general partner withdraws from the
limited partnership as provided in NRS 88.495;
2. The general partner ceases to be a
member of the limited partnership as provided in NRS
88.530;
3. The general partner is removed as a
general partner in accordance with the partnership agreement;
4. Unless otherwise provided in writing in
the partnership agreement, the general partner:
(a) Makes an assignment for the benefit of
creditors;
(b) Files a voluntary petition in bankruptcy;
(c) Is adjudicated a bankrupt or insolvent;
(d) Files a petition or answer seeking for the
general partner any reorganization, arrangement, composition, readjustment,
liquidation, dissolution or similar relief under any statute, law or
regulation;
(e) Files an answer or other pleading admitting
or failing to contest the material allegations of a petition filed against the
general partner in any proceeding of this nature; or
(f) Seeks, consents to or acquiesces in the
appointment of a trustee, receiver or liquidator of the general partner or of
all or any substantial part of the general partner’s properties;
5. Unless otherwise provided in writing in
the partnership agreement, 120 days after the commencement of any proceeding
against the general partner seeking reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under any statute, law
or regulation, the proceeding has not been dismissed, or if within 90 days
after the appointment without the general partner’s consent or acquiescence of
a trustee, receiver or liquidator of the general partner or of all or any
substantial part of the general partner’s properties, the appointment is not
vacated or stayed, or within 90 days after the expiration of any such stay, the
appointment is not vacated;
6. In the case of a general partner who is
a natural person:
(a) The general partner’s death; or
(b) The entry by a court of competent
jurisdiction adjudicating the general partner incompetent to manage his or her
person or estate;
7. In the case of a general partner who is
acting as a general partner by virtue of being a trustee of a trust, the
termination of the trust, but not merely the substitution of a new trustee;
8. In the case of a general partner that
is a separate partnership, the dissolution and commencement of winding up of
the separate partnership;
9. In the case of a general partner that
is a corporation, the filing of a certificate of dissolution, or its
equivalent, for the corporation or the revocation of its charter; or
10. In the case of an estate, the
distribution by the fiduciary of the estate’s entire interest in the
partnership.
(Added to NRS by 1985, 1286; A 1987, 73)
NRS 88.455 Rights, powers and liabilities.
1. Except as provided in this chapter or
in the partnership agreement, a general partner of a limited partnership has
the rights and powers and is subject to the restrictions of a partner in a
partnership without limited partners.
2. Except as provided in this chapter, a
general partner of a limited partnership has the liabilities of a partner in a
partnership without limited partners to persons other than the partnership and
the other partners. Except as provided in this chapter or in the partnership
agreement, a general partner of a limited partnership has the liabilities of a
partner in a partnership without limited partners to the partnership and to the
other partners.
(Added to NRS by 1985, 1287)
NRS 88.460 Contributions to partnership by general partner. A general partner of a limited partnership may
make contributions to the partnership and share in the profits and losses of,
and in distributions from, the limited partnership as a general partner. A
general partner also may make contributions to and share in profits, losses and
distributions as a limited partner. A person who is both a general partner and
a limited partner has the rights and powers, and is subject to the restrictions
and liabilities, of a general partner and, except as provided in the
partnership agreement, also has the powers, and is subject to the restrictions,
of a limited partner to the extent of the person’s participation in the
partnership as a limited partner.
(Added to NRS by 1985, 1287)
NRS 88.465 Voting rights. The
partnership agreement may grant to all or certain identified general partners
the right to vote on a per capita or any other basis, separately or with all or
any class of the limited partners, on any matter.
(Added to NRS by 1985, 1288)
FINANCES
NRS 88.470 Form of partner’s contribution. The
contribution of a partner may be in cash, property or services rendered, or a
promissory note or other obligation to contribute cash or property or to
perform services.
(Added to NRS by 1985, 1288)
NRS 88.475 Liability of partner for contributions to partnership.
1. A promise by a limited partner to
contribute to the limited partnership is not enforceable unless set out in a
writing signed by the limited partner.
2. Except as provided in the partnership
agreement, a partner is obligated to the limited partnership to perform any
enforceable promise to contribute cash or property or to perform services, even
if the partner is unable to perform because of death, disability or any other
reason. If a partner does not make the required contribution of property or
services, the partner is obligated at the option of the limited partnership to
contribute cash equal to that portion of the value, as stated in the
partnership records required to be kept pursuant to NRS
88.335, of the stated contribution that has not been made.
3. Unless otherwise provided in the
partnership agreement, 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 the partners. Notwithstanding the
compromise, a creditor of a limited partnership who extends credit or otherwise
acts in reliance on that obligation after the partner signs a writing that
reflects the obligation and before the amendment or cancellation thereof to reflect
the compromise, may enforce the original obligation.
(Added to NRS by 1985, 1288; A 1987, 74)
NRS 88.480 Sharing of profits and losses among partners. The profits and losses of a limited
partnership must be allocated among the partners, and among classes of
partners, in the manner provided in writing in the partnership agreement. If
the partnership agreement does not so provide in writing, profits and losses
must be allocated on the basis of the value, as stated in the partnership records
required to be kept pursuant to NRS 88.335, of the
contributions made by each partner to the extent they have been received by the
partnership and have not been returned.
(Added to NRS by 1985, 1288; A 1987, 74)
NRS 88.485 Distribution of assets among partners. Distributions
of cash or other assets of a limited partnership must be allocated among the
partners, and among classes of partners, in the manner provided in writing in
the partnership agreement. If the partnership agreement does not so provide in
writing, distributions must be made on the basis of the value, as stated in the
partnership records required to be kept pursuant to NRS
88.335, of the contributions made by each partner to the extent they have
been received by the partnership and have not been returned.
(Added to NRS by 1985, 1288; A 1987, 75)
DISTRIBUTIONS AND WITHDRAWAL
NRS 88.490 Right of partner to receive distributions before withdrawal from
or dissolution of partnership. Except
as provided in NRS 88.490 to 88.525,
inclusive, a partner is entitled to receive distributions from a limited
partnership before the partner’s withdrawal from the limited partnership and
before the dissolution and winding up thereof to the extent and at the times or
upon occurrence of the events specified in the partnership agreement.
(Added to NRS by 1985, 1289; A 1987, 75)
NRS 88.495 Withdrawal of general partner. A
general partner may withdraw from a limited partnership at any time by giving
written notice to the other partners, but if the withdrawal violates the
partnership agreement, the limited partnership may recover from the withdrawing
general partner damages for breach of the partnership agreement and offset the
damages against the amount otherwise distributable to the general partner.
(Added to NRS by 1985, 1289)
NRS 88.500 Withdrawal of limited partner. A
limited partner may withdraw from a limited partnership only at the time or
upon the happening of events specified in writing in the partnership agreement.
(Added to NRS by 1985, 1289; A 1987, 75; 1995, 2116)
NRS 88.505 Distribution upon withdrawal. Except
as provided in NRS 88.490 to 88.525,
inclusive, upon withdrawal any withdrawing partner is entitled to receive any
distribution to which the withdrawing partner is entitled under the partnership
agreement and, if not otherwise provided in the agreement, the withdrawing
partner is entitled to receive, within a reasonable time after withdrawal, the
fair value of his or her interest in the limited partnership as of the date of
withdrawal based upon his or her right to share in distributions from the
limited partnership.
(Added to NRS by 1985, 1289)
NRS 88.510 Distribution in kind. Except
as provided in writing in the partnership agreement, a partner, regardless of
the nature of the partner’s contributions, has no right to demand and receive
any distribution from a limited partnership in any form other than cash. Except
as provided in writing in the partnership agreement, a partner may not be
compelled to accept a distribution of any asset in kind from a limited
partnership to the extent that the percentage of the asset distributed to the
partner exceeds a percentage of that asset which is equal to the percentage in
which the partner shares in distributions from the limited partnership.
(Added to NRS by 1985, 1289; A 1987, 75)
NRS 88.515 Rights upon distribution. At
the time a partner becomes entitled to receive a distribution, the partner has
the status of, and is entitled to all remedies available to, a creditor of the
limited partnership with respect to the distribution.
(Added to NRS by 1985, 1289)
NRS 88.520 Limitations on distribution. A
partner may not receive a distribution from a limited partnership to the extent
that, after giving effect to the distribution, all liabilities of the limited
partnership, other than liabilities to partners on account of their partnership
interests, exceed the fair value of the partnership assets.
(Added to NRS by 1985, 1289)
NRS 88.522 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 88.350, subject to the
provisions of NRS 88.520, and unless otherwise
provided in the certificate of limited partnership, the limited partnership
shall not make any distributions to its partners with respect to their
partnership interests 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, 1707)
NRS 88.525 Liability upon return of contribution.
1. If a partner has received the return of
any part of the partner’s contribution without violation of the partnership
agreement or this chapter, the partner is liable to the limited partnership for
a period of 1 year thereafter for the amount of the returned contribution, but
only to the extent necessary to discharge the limited partnership’s liabilities
to creditors who extended credit to the limited partnership during the period
the contribution was held by the partnership.
2. If a partner has received the return of
any part of the partner’s contribution in violation of the partnership
agreement or this chapter, the partner is liable to the limited partnership for
a period of 6 years thereafter for the amount of the contribution wrongfully
returned.
3. A partner receives a return of the
partner’s contribution to the extent that a distribution to the partner reduces
his or her share of the fair value of the net assets of the limited partnership
below the value, as set forth in the partnership records required to be kept
pursuant to NRS 88.335, of the partner’s
contribution which has not been distributed to the partner.
(Added to NRS by 1985, 1290; A 1987, 75)
INTERESTS IN PARTNERSHIPS
NRS 88.528 Nature of interest in partnership. A
partnership interest is personal property.
(Added to NRS by 1987, 78)
NRS 88.530 Assignments. Except
as provided in the partnership agreement, a partnership interest is assignable
in whole or in part. An assignment of a partnership interest does not dissolve
a limited partnership or entitle the assignee to become or to exercise any
rights of a partner. An assignment entitles the assignee to receive, to the
extent assigned, only the distribution to which the assignor would be entitled.
Except as provided in the partnership agreement, a partner ceases to be a
partner upon assignment of all the partnership interest of the partner.
(Added to NRS by 1985, 1290)
NRS 88.535 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 1985, 1290; A 2001, 1400, 3199; 2003, 3155; 2003,
20th Special Session, 101; 2011, 2807)
NRS 88.540 Right of assignee to become limited partner; liability.
1. An assignee of a partnership interest,
including an assignee of a general partner, may become a limited partner if and
to the extent that:
(a) The assignor gives the assignee that right in
accordance with authority described in the partnership agreement; or
(b) All other partners consent.
2. An assignee who has become a limited
partner has, to the extent assigned, the rights and powers, and is subject to
the restrictions and liabilities, of a limited partner under the partnership
agreement and this chapter. An assignee who becomes a limited partner also is
liable for the obligations of the assignor to make and return contributions as
provided in NRS 88.490 to 88.525,
inclusive. However, the assignee is not obligated for liabilities unknown to
the assignee at the time the assignee became a limited partner.
3. If an assignee of a partnership
interest becomes a limited partner, the assignor is not released from his or
her liability to the limited partnership under NRS
88.385 and 88.475.
(Added to NRS by 1985, 1290; A 1987, 76)
NRS 88.545 Rights of estate of deceased or incompetent partner. If a partner who is a natural person dies or a
court of competent jurisdiction adjudges such a partner to be incompetent to
manage his or her person or property, the partner’s executor, administrator,
guardian, conservator or other legal representative may exercise all of the
partner’s rights for the purpose of settling the partner’s estate or
administering the partner’s property, including any power the partner had to
give an assignee the right to become a limited partner. If a partner is a
corporation, trust or other entity and is dissolved or terminated, the powers
of that partner may be exercised by its legal representative or successor.
(Added to NRS by 1985, 1291)
DISSOLUTION
NRS 88.550 Events causing dissolution. A
limited partnership is dissolved and its affairs must be wound up upon the
happening of the first of the following to occur:
1. At the time specified in the
certificate of limited partnership;
2. Upon the happening of events specified
in writing in the partnership agreement;
3. Written consent of all partners;
4. An event of withdrawal of a general
partner unless at the time there is at least one other general partner and the
written provisions of the partnership agreement permit the business of the
limited partnership to be carried on by the remaining general partner and that
partner does so, but the limited partnership is not dissolved and is not
required to be wound up by reason of any event of withdrawal if, within 90 days
after the withdrawal, all partners agree in writing to continue the business of
the limited partnership and to the appointment of one or more additional
general partners if necessary or desired; or
5. Entry of a decree of judicial
dissolution under NRS 88.555.
(Added to NRS by 1985, 1291; A 1987, 76)
NRS 88.555 Dissolution by decree of district court. On application by or for a partner the
district court may decree dissolution of a limited partnership whenever it is
not reasonably practicable to carry on the business in conformity with the
partnership agreement.
(Added to NRS by 1985, 1291)
NRS 88.560 Winding up. Except
as provided in the partnership agreement, the general partners who have not
wrongfully dissolved a limited partnership or, if none, the limited partners,
may wind up the limited partnership’s affairs; but the district court may wind
up the limited partnership’s affairs upon application of any partner or the
partner’s legal representative or assignee.
(Added to NRS by 1985, 1291)
NRS 88.565 Distribution of assets. Upon
the winding up of a limited partnership, the assets must be distributed as
follows:
1. To creditors, including partners who
are creditors, to the extent otherwise permitted by law, in satisfaction of
liabilities of the limited partnership other than liabilities for distributions
to partners under NRS 88.490 or 88.505;
2. Except as provided in the partnership
agreement, to partners and former partners in satisfaction of liabilities for
distributions under NRS 88.490 or 88.505; and
3. Except as provided in the partnership
agreement, to partners, first, for the return of their contributions and
second, respecting their partnership interests, in the proportions in which the
partners share in distributions.
(Added to NRS by 1985, 1291)
FOREIGN LIMITED PARTNERSHIPS
NRS 88.570 Law governing organization, internal affairs and liability of
limited partners. 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
and internal affairs and the liability of its limited partners; and
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 1985, 1292; A 2009, 1711)
NRS 88.575 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 1985, 1292; A 1987, 77; 1993, 1021; 1995, 1137, 2116; 1999, 1625; 2007, 2692; 2009, 1711;
2011, 101;
2013, 884)
NRS 88.580 Issuance of certificate of registration by Secretary of State. If the Secretary of State finds that an
application for registration 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.
(Added to NRS by 1985, 1292; A 1995, 2117)
NRS 88.585 Registration of name. Except
as otherwise provided in NRS 88.609, 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 abbreviation “LP” or “L.P.” and that could be registered by a domestic
limited partnership.
(Added to NRS by 1985, 1293; A 2003,
20th Special Session, 101; 2007, 1332; 2011, 101)
NRS 88.590 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 1985, 1293)
NRS 88.591 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 88.591 to 88.5945, 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 88.591 to 88.5945, 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 2003, 20th
Special Session, 87; A 2005, 2267; 2007, 2692; 2009, 2043,
2852; 2013, 884)
NRS 88.5915 Additional filing requirements for certain partnerships:
Criteria; statement; fees.
1. At the time of submitting any list
required pursuant to NRS 88.591, 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 2003, 20th
Special Session, 88)
NRS 88.592 Certificate of authorization to transact business. If a foreign limited partnership has filed the
initial or annual list in compliance with NRS 88.591
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 2003, 20th
Special Session, 89)
NRS 88.5925 Addresses of general partners required; failure to file.
1. Each list required to be filed under
the provisions of NRS 88.591 to 88.5945, 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 88.591 to 88.5945,
inclusive, relating to failure to file the list within or at the times therein
specified, unless a list is subsequently submitted for filing which conforms to
the provisions of this section.
(Added to NRS by 2003, 20th
Special Session, 89; A 2009, 1712)
NRS 88.5927 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, 1330; A 2009, 2852)
NRS 88.593 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 88.591 to 88.5945,
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 2003, 20th
Special Session, 89)
NRS 88.5935 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 88.593.
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 2003, 20th
Special Session, 90; A 2007, 2693)
NRS 88.594 Defaulting partnerships: Conditions and procedure for
reinstatement.
1. Except as otherwise provided in
subsections 3 and 4 and NRS 88.5927, 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 88.591;
(2) The statement required by NRS 88.5915, 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 88.591 and 88.593
for each year or portion thereof that its right to transact business was
forfeited;
(2) The fee set forth in NRS 88.5915, 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 88.415.
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. Except as otherwise provided in NRS 88.5945, 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 2003, 20th
Special Session, 90; A 2007, 1332, 2430, 2693; 2013, 886)
NRS 88.5945 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 2003, 20th
Special Session, 90)
NRS 88.595 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 1985, 1293; A 1995, 1137; 1999, 1625; 2003,
20th Special Session, 101; 2005, 2199; 2011, 2808)
NRS 88.600 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 in this 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 the fine. 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 the fine described in
subsection 1, the district attorney or the Attorney General is entitled to
recover the costs of the proceeding, including, without limitation, the cost of
any investigation and reasonable attorney’s fees.
5. In the course of an investigation of a
violation of this section, the Secretary of State may require a foreign 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 1985, 1293; A 2009, 1712;
2013, 886)
NRS 88.602 Activities not constituting transaction of business.
1. For the purposes of NRS 88.570 to 88.605,
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 2003, 3147)
NRS 88.603 Determination of whether solicitation is made or accepted.
1. For the purposes of NRS 88.602, 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 2003, 3148)
NRS 88.605 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 88.570 to 88.605, inclusive.
(Added to NRS by 1985, 1293; A 2003, 3155)
REGISTERED LIMITED-LIABILITY LIMITED PARTNERSHIPS
NRS 88.606 Filing requirements; required and optional provisions of
certificate of registration; prohibition against registration for certain
illegal purposes.
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.
4. Any person may register as a registered
limited-liability limited partnership at the time of filing 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 required pursuant to subsections 1 and 2
of NRS 88.415.
5. The registration of a registered
limited-liability limited partnership is effective at the time of the filing of
the certificate of registration.
6. 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.
(Added to NRS by 2003, 20th
Special Session, 85; A 2007, 2694; 2009, 2853;
2013, 887)
NRS 88.6062 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, 1708;
A 2013, 888)
NRS 88.6065 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 2003, 20th
Special Session, 85; A 2005, 2633; 2007, 2291)
NRS 88.6067 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, 1331; A 2009, 2854)
NRS 88.607 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 88.405; 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 2003, 20th
Special Session, 86; A 2010, 26th
Special Session, 75)
NRS 88.6075 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 2003, 20th
Special Session, 86)
NRS 88.608 Liability of partner for debt or liability of partnership.
1. Unless otherwise provided by the
certificate of limited partnership or partnership agreement, a partner of a
registered limited-liability limited partnership is not personally liable for a
debt or liability of the registered limited-liability limited partnership
unless the trier of fact determines that adherence to the fiction of a separate
entity would sanction fraud or promote a manifest injustice.
2. For purposes of this section, the
failure of a registered limited-liability limited partnership to observe the
formalities or requirements relating to the management of the registered
limited-liability limited partnership, in and of itself, is not sufficient to
establish grounds for imposing personal liability on a partner for a debt or
liability of the registered limited-liability limited partnership.
(Added to NRS by 2003, 20th
Special Session, 86; A 2009, 1713)
NRS 88.6085 Liability of persons
acting on behalf of partnership without authority. All
persons who assume to act on behalf of a registered limited-liability limited
partnership without the authority to act on behalf of the registered
limited-liability limited partnership are jointly and severally liable for all
debts and liabilities of the registered limited-liability limited partnership.
(Added to NRS by 2003, 20th
Special Session, 86)
NRS 88.6087 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, 1708;
A 2013, 888)
NRS 88.609 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 2003, 20th
Special Session, 87)
DERIVATIVE ACTIONS
NRS 88.610 Authority of limited partner to bring action. A limited partner may bring an action in the
right of a limited partnership to recover a judgment in its favor if general
partners with authority to do so have refused to bring the action or if an
effort to cause those general partners to bring the action is not likely to
succeed.
(Added to NRS by 1985, 1293)
NRS 88.615 Qualifications of plaintiff. In
a derivative action, the plaintiff must be a partner at the time of bringing
the action and:
1. At the time of the transaction of which
the plaintiff complains; or
2. The plaintiff’s status as a partner had
devolved upon him or her by operation of law or pursuant to the terms of the
partnership agreement from a person who was a partner at the time of the
transaction.
(Added to NRS by 1985, 1293)
NRS 88.620 Pleading. In a
derivative action, the complaint must set forth with particularity the effort
of the plaintiff to secure initiation of the action by a general partner or the
reasons for not making the effort.
(Added to NRS by 1985, 1293)
NRS 88.625 Expenses. If a
derivative action is successful, in whole or in part, or if anything is
received by the plaintiff as a result of a judgment, compromise or settlement
of an action or claim, the court may award the plaintiff reasonable expenses,
including reasonable attorney’s fees, and shall direct the plaintiff to remit
to the limited partnership the remainder of those proceeds received by the
plaintiff.
(Added to NRS by 1985, 1294)
MISCELLANEOUS PROVISIONS
NRS 88.630 Legislative intent. The
Legislature intends that this chapter be so applied and construed to effectuate
its general purpose to make uniform the law with respect to the subject of this
chapter among states enacting it.
(Added to NRS by 1985, 1294)
NRS 88.635 Applicability of NRS 87.010
to 87.430, inclusive. In any case not provided for in this chapter,
the provisions of NRS 87.010 to 87.430, inclusive, govern.
(Added to NRS by 1985, 1294; A 2005, 443)
NRS 88.640 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
87A 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.
[30:73:1931; 1931 NCL § 5029.29]—(NRS A 1985, 1296; 2007, 483)
NRS 88.645 Act repealed. Except
as affecting existing limited partnerships to the extent set forth in NRS 87A.695 and 88.640,
chapter 60, Laws of Nevada Territory 1862, entitled “An Act to Authorize the
Formation of Limited Partnerships,” approved December 19, 1862, is hereby
repealed.
[31:73:1931; 1931 NCL § 5029.30]—(NRS A 2007, 483)
NRS 88.650 Operation of domestic partnership in another jurisdiction. To the extent permitted by the law of that
jurisdiction:
1. A limited partnership, including a
registered limited-liability 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.
2. The internal affairs of a limited
partnership, including a registered limited-liability limited partnership,
formed and existing under this chapter, including the liability of partners for
debts, obligations and liabilities of or chargeable to the partnership, are
governed by the laws of this State.
(Added to NRS by 2003, 20th
Special Session, 86)