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Nrs: Chapter 88 - Uniform Limited Partnership Act


Published: 2015

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[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)