NAC: CHAPTER 88 - LIMITED PARTNERSHIPS

[Rev. 8/22/2014 3:54:50 PM]

[NAC-88 Revised Date: 9-14]

CHAPTER 88 - LIMITED PARTNERSHIPS

GENERAL PROVISIONS

88.005 Electronic filing of records.

88.010 Considerations in determining whether proposed name of limited partnership or limited-liability partnership is distinguishable from name of existing business entity.

ANNUAL LIST

88.300 Definitions.

88.310 “Alternative due date” defined.

88.320 “Due date” defined.

88.330 Selection of alternative due date for filing annual list: Form; contents.

88.340 Selection of alternative due date by limited partnership or foreign limited partnership in terminated status.

88.350 Form for selection of alternative due date to be submitted with annual list; deadline for submission.

88.360 Acceptance and filing of form for selection of alternative due date and annual list.

88.370 Notice to registered agent of intent to select alternative due date.

88.380 Limitation on selection of alternative due date; exception.

PENALTY FOR PURPORTING TO DO BUSINESS WITHOUT FILING CERTIFICATE OF LIMITED PARTNERSHIP OR WITHOUT REGISTRATION

88.400 Activities subject to fine.

88.405 Filing of complaints.

88.410 Duties of Secretary of State upon receipt of complaint.

88.415 Determination regarding sufficiency of complaint by Secretary of State: Notice of deficiencies; demand for response; referral for legal proceedings.

GENERAL PROVISIONS

NAC 88.005 Electronic filing of records. (NRS 88.336)

1. The Secretary of State may develop or approve an electronic process for the electronic filing of records authorized or required to be filed with the Secretary of State pursuant to chapter 88 of NRS.

2. If the Secretary of State has developed or approved an electronic process and the electronic process is in place and available for use in the Office of the Secretary of State:

(a) A person may use the electronic process to file with the Secretary of State any record authorized or required to be filed with the Secretary of State pursuant to chapter 88 of NRS; and

(b) The Secretary of State will accept a record filed with the Secretary of State through the use of the electronic process if the record contains all the information required for filing and is accompanied by the appropriate fee and any applicable penalty.

3. The Secretary of State may reject a record filed with the Secretary of State through the use of an electronic process developed or approved by the Secretary of State if:

(a) The statutory requirements for filing the record have not been satisfied;

(b) The appropriate fee has not been submitted;

(d) The record contains a virus or may otherwise compromise the security of the electronic process.

4. Failure by the Secretary of State to receive a record filed through the use of an electronic process does not relieve the person who attempted to file the record from any requirement to file the record, pay the appropriate fee or incur an applicable penalty.

5. As used in this section:

(a) “Electronic filing” means the submission of records to the Secretary of State by an electronic process and the processing of such records by the Secretary of State by an electronic process.

(b) “Electronic process” means any electronic process for the electronic filing of records authorized or required to be filed with the Secretary of State pursuant to chapter 88 of NRS.

(Added to NAC by Sec’y of State by R068-11, eff. 12-30-2011)

NAC 88.010 Considerations in determining whether proposed name of limited partnership or limited-liability partnership is distinguishable from name of existing business entity. (NRS 88.320, 88.327, 88.6065) To determine whether a proposed name of a limited partnership or limited-liability limited partnership is distinguishable from the name of an existing business entity, the Secretary of State will consider, without limitation, the rules set forth in NAC 78.020 to 78.100, inclusive.

(Added to NAC by Sec’y of State by R098-00, eff. 9-25-2000; A by R069-11, 12-30-2011)

ANNUAL LIST

NAC 88.300 Definitions. (NRS 88.395, 88.591) As used in NAC 88.300 to 88.380, inclusive, unless the context otherwise requires, the words and terms defined in NAC 88.310 and 88.320 have the meanings ascribed to them in those sections.

(Added to NAC by Sec’y of State by R078-13, eff. 12-23-2013)

NAC 88.310 “Alternative due date” defined. (NRS 88.395, 88.591) “Alternative due date” means the date selected by a limited partnership or foreign limited partnership, as applicable, pursuant to NAC 88.330 on which the applicable list required by subsection 1 of NRS 88.395 or subsection 1 of NRS 88.591 must be filed with the Secretary of State each year.

(Added to NAC by Sec’y of State by R078-13, eff. 12-23-2013)

NAC 88.320 “Due date” defined. (NRS 88.395, 88.591) “Due date” means the date on which the applicable list required by subsection 1 of NRS 88.395 or subsection 1 of NRS 88.591 must be filed with the Secretary of State each year as set forth in NRS 88.395 or 88.591.

(Added to NAC by Sec’y of State by R078-13, eff. 12-23-2013)

NAC 88.330 Selection of alternative due date for filing annual list: Form; contents. (NRS 88.395, 88.591)

1. A limited partnership or foreign limited partnership, as applicable, may select the last day of a month other than the month in which the limited partnership’s or foreign limited partnership’s due date occurs as the alternative due date for filing the applicable list required by subsection 1 of NRS 88.395 or subsection 1 of NRS 88.591 by submitting to the Secretary of State a form prescribed by the Secretary of State which must include, at a minimum:

(a) The name of the limited partnership or foreign limited partnership;

(b) The business identification number assigned to the limited partnership or foreign limited partnership by the Secretary of State;

(d) The month in which the alternative due date will occur;

(e) A declaration under penalty of perjury that:

(1) The information provided in the form is true and correct to the best of the limited partnership’s or foreign limited partnership’s knowledge;

(2) The selection of an alternative due date is not being made to avoid any fee or penalty; and

(3) The limited partnership or 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 with the Office of the Secretary of State; and

(f) The printed name and signature of the person submitting the form and the date on which the form was signed.

2. The alternative due date selected pursuant to subsection 1 must occur before the limited partnership’s or foreign limited partnership’s next due date, as applicable. The selection of an alternative due date cannot have the effect of extending a limited partnership’s or foreign limited partnership’s due date.

3. The selection of an alternative due date pursuant to this section will not result in the proration of any fees or penalties.

(Added to NAC by Sec’y of State by R078-13, eff. 12-23-2013)

NAC 88.340 Selection of alternative due date by limited partnership or foreign limited partnership in terminated status. (NRS 88.395, 88.591)

1. If a limited partnership or foreign limited partnership is in terminated status, the limited partnership or foreign limited partnership must have its right to transact business in this State restored before it may select an alternative due date pursuant to NAC 88.330.

2. As used in this section, “terminated status” means any status in the records of the Office of the Secretary of State which indicates that a limited partnership or foreign limited partnership no longer has the right to transact business in this State, including, without limitation, the status of “revoked,” “permanently revoked,” “dissolved,” “cancelled,” “terminated,” “administrative hold” or “withdrawn.”

(Added to NAC by Sec’y of State by R078-13, eff. 12-23-2013)

NAC 88.350 Form for selection of alternative due date to be submitted with annual list; deadline for submission. (NRS 88.395, 88.591) If a limited partnership or foreign limited partnership is selecting an alternative due date pursuant to NAC 88.330, the limited partnership or foreign limited partnership must submit the form for the selection of an alternative due date along with the applicable list required pursuant to subsection 1 of NRS 88.395 or subsection 1 of NRS 88.591 on or before the last day of the month immediately preceding the month in which the limited partnership’s or foreign limited partnership’s due date, as applicable, occurs.

(Added to NAC by Sec’y of State by R078-13, eff. 12-23-2013)

NAC 88.360 Acceptance and filing of form for selection of alternative due date and annual list. (NRS 88.395, 88.591) Except as otherwise provided in NAC 88.380, the Secretary of State will accept and file a form for the selection of an alternative due date and the applicable list required pursuant to subsection 1 of NRS 88.395 or subsection 1 of NRS 88.591 that a limited partnership or foreign limited partnership submits pursuant to NAC 88.350 if:

1. The form contains all the information required pursuant to NAC 88.330; and

2. The list satisfies all filing requirements set forth in NRS 88.395 or 88.591, as applicable.

(Added to NAC by Sec’y of State by R078-13, eff. 12-23-2013)

NAC 88.370 Notice to registered agent of intent to select alternative due date. (NRS 88.395, 88.591) A limited partnership or foreign limited partnership shall notify its registered agent of its intent to select an alternative due date not later than 60 days before the alternative due date.

(Added to NAC by Sec’y of State by R078-13, eff. 12-23-2013)

NAC 88.380 Limitation on selection of alternative due date; exception. (NRS 88.395, 88.591)

1. Except as otherwise provided in subsection 2, the Secretary of State may limit the number of times a limited partnership or foreign limited partnership can select an alternative due date.

2. The Secretary of State may allow for additional selections of an alternative due date beyond any limit imposed by subsection 1 in extenuating circumstances.

(Added to NAC by Sec’y of State by R078-13, eff. 12-23-2013)

PENALTY FOR PURPORTING TO DO BUSINESS WITHOUT FILING CERTIFICATE OF LIMITED PARTNERSHIP OR WITHOUT REGISTRATION

NAC 88.400 Activities subject to fine. (NRS 88.352, 88.600, 88.6062, 88.6087)

1. The Secretary of State may refer the matter to the district attorney of the county in which a 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 set forth in NRS 88.352 if the person:

(a) Is purporting to be a limited partnership but has willfully failed to file with the Secretary of State a certificate of limited partnership;

(b) Is doing business in this State as a limited partnership but has willfully failed to file with the Secretary of State a certificate of limited partnership; or

2. The Secretary of State may refer the matter to the district attorney of the county in which a 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 set forth in NRS 88.600, if the foreign limited partnership:

(a) Is transacting business in this State but has willfully failed to register with the Secretary of State pursuant to NRS 87A.540 or 88.575; or

(b) Is transacting business in this State while the foreign limited partnership is in terminated status.

3. The Secretary of State may refer the matter to the district attorney of the county in which a 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 set forth in NRS 88.6062 if the person:

(a) Is purporting to be a registered limited-liability limited partnership but has willfully failed to file with the Secretary of State a certificate of registration;

(b) Is doing business in this State as a registered limited-liability limited partnership but has willfully failed to file with the Secretary of State a certificate of registration; or

(c) Is doing business in this State as a registered limited-liability limited partnership while the registered limited-liability limited partnership is in terminated status.

4. The Secretary of State may refer the matter to the district attorney of the county in which a limited-liability limited partnership, formed pursuant to an agreement governed by the laws of another state, has its principal place of business or the Attorney General, or both, for a determination of whether to institute proceedings to recover the fine set forth in NRS 88.6087 if the limited-liability limited partnership:

(a) Is transacting business in this State but has willfully failed to register with the Secretary of State pursuant to NRS 87A.540 or 88.575; or

(b) Is transacting business in this State while the limited-liability limited partnership is in terminated status.

5. As used in this section, “terminated status” means any status in the records of the Office of the Secretary of State which indicates that a person or limited-liability limited partnership, formed pursuant to an agreement governed by the laws of another state, no longer has the right to transact business in this State, including, without limitation, the status of “revoked,” “permanently revoked,” “dissolved,” “cancelled,” “terminated” or “withdrawn.”

(Added to NAC by Sec’y of State by R070-11, eff. 5-30-2012; A by R080-13, 12-23-2013)

NAC 88.405 Filing of complaints. (NRS 88.352, 88.600, 88.6062, 88.6087)

1. A person may report to the Secretary of State that a person may be subject to the fine set forth in NRS 88.352, 88.600, 88.6062 or 88.6087, whichever is applicable, by emailing a complaint to [email protected] or by mailing a complaint to:

Secretary of State

Commercial Recordings Division

Attn: Business Compliance

202 North Carson Street

Carson City, Nevada 89701

2. A complaint filed with the Secretary of State pursuant to subsection 1 must be on a form prescribed by the Secretary of State and must include, without limitation:

(a) The name, street address, telephone number and, if applicable, the electronic mail address and any other contact information of the complainant;

(b) The name, street address, telephone number and, if applicable, the electronic mail address and any other contact information of any person authorized by the complainant to file the complaint on behalf of the complainant;

(c) The name, street address, telephone number and, if applicable, the electronic mail address and any other contact information of the person alleged to be subject to the fine set forth in NRS 88.352, 88.600, 88.6062 or 88.6087, whichever is applicable;

(d) Information identifying all persons involved in the alleged conduct subjecting the person to the fine set forth in NRS 88.352, 88.600, 88.6062 or 88.6087, whichever is applicable, including, without limitation, the names, street addresses, business locations, telephone numbers, electronic mail addresses and Internet websites of the persons involved in the alleged conduct;

(e) Information identifying the nature of the business engaged in by the person alleged to be subject to the fine set forth in NRS 88.352, 88.600, 88.6062 or 88.6087, whichever is applicable;

(f) Information identifying any other regulatory entity or agency or any court, arbitrator or other tribunal with which the complainant has filed a complaint or report regarding the same conduct, including, without limitation, the name and address of the regulatory entity, agency, court, arbitrator or tribunal, the date upon which any complaint or report was filed and the case number assigned to the complaint or report, if any;

(g) Any additional information which the complainant believes may assist in the investigation of the allegations made in the complaint;

(h) Copies of any documents which the complainant believes may assist in the investigation of the allegations made in the complaint;

(i) A statement indicating whether the complainant is willing to testify regarding the complaint in a court of law or administrative proceeding; and

(j) A statement that to the best of the complainant’s knowledge the information contained in the complaint is true and correct.

(Added to NAC by Sec’y of State by R070-11, eff. 5-30-2012)

NAC 88.410 Duties of Secretary of State upon receipt of complaint. (NRS 88.352, 88.600, 88.6062, 88.6087)

1. Upon receiving a complaint filed pursuant to NAC 88.405, the Secretary of State will:

(a) Review the complaint and any information submitted with the complaint;

(b) Determine whether the allegations in the complaint may be addressed through the administrative processes of the Office of the Secretary of State; and

(c) Determine whether to refer the complaint to another regulatory or enforcement agency of this State, a political subdivision of this State, another state or the Federal Government.

2. The Secretary of State may refer a complaint filed pursuant to NAC 88.405 and any information obtained by the Secretary of State through an investigation of the complaint to another regulatory or enforcement agency of this State, a political subdivision of this State, another state or the Federal Government.

3. The Secretary of State may request that the complainant or the person alleged to be subject to the fine set forth in NRS 88.352, 88.600, 88.6062 or 88.6087, whichever is applicable, provide any information deemed necessary by the Secretary of State to assist in the investigation of the allegations made in the complaint.

(Added to NAC by Sec’y of State by R070-11, eff. 5-30-2012)

NAC 88.415 Determination regarding sufficiency of complaint by Secretary of State: Notice of deficiencies; demand for response; referral for legal proceedings. (NRS 88.352, 88.600, 88.6062, 88.6087)

1. If the Secretary of State determines that the information provided with a complaint filed pursuant to NAC 88.405 is not sufficient to warrant further investigation or processing of the complaint, the Secretary of State will send to the complainant written notification of the deficiencies in the complaint.

2. If the Secretary of State determines that the information provided with a complaint filed pursuant to NAC 88.405 or obtained during the course of an investigation of another matter is sufficient to warrant further investigation or processing, the Secretary of State may send a written demand for a response to the complaint or investigation to the person alleged to be subject to the fine set forth in NRS 88.352, 88.600, 88.6062 or 88.6087, whichever is applicable.

3. A response demanded pursuant to subsection 2 must be:

(a) Completed and returned to the Office of the Secretary of State within the time specified in the written demand; and

(b) Signed under oath by the respondent or, if the respondent is an entity, by a person in a position of responsibility with the respondent.

4. If, based on the information submitted with a complaint, any information obtained during an investigation of the complaint and any information included in a response demanded pursuant to subsection 2, the Secretary of State determines that a person is subject to the fine set forth in NRS 88.352, 88.600, 88.6062 or 88.6087, whichever is applicable, the Secretary of State may demand that the person file any document required to bring the entity into compliance with the applicable requirements of chapter 88 of NRS and pay any fee, penalty or fine required by the laws of this State.

5. If, in response to the demand of the Secretary of State pursuant to subsection 4, the person does not file a document required to bring the person into compliance with the applicable requirements of chapter 88 of NRS or pay any fee, penalty or fine required by the laws of this State, the Secretary of State may 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, and request that the district attorney or Attorney General institute legal proceedings to require the entity to file any document required to bring the person into compliance with the applicable requirements of chapter 88 of NRS and to pay any fee, penalty or fine required by the laws of this State.

6. The Secretary of State may communicate any findings made or actions taken in response to a complaint or the investigation of a complaint to:

(a) The complainant at the address provided on the complaint form; and

(b) The person who is alleged to be subject to the fine set forth in NRS 88.352, 88.600, 88.6062 or 88.6087, whichever is applicable, at the last known address of the person or through the person’s registered agent of record.

(Added to NAC by Sec’y of State by R070-11, eff. 5-30-2012)