NRS: CHAPTER 88 - UNIFORM LIMITED PARTNERSHIP ACT

[Rev. 6/29/2024 2:54:39 PM--2023]

CHAPTER 88 - UNIFORM LIMITED PARTNERSHIP ACT

GENERAL PROVISIONS

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 or revival under old or new name; regulations.

NRS 88.330 Registered agent required; maintenance of records at principal office in State or with custodian of records; 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 principal office in State or with custodian of records; inspection and copying of records.

NRS 88.3355 Statement to be maintained at principal place of business or with custodian of records; requirement to assist in criminal investigation; failure to comply; regulations.

NRS 88.3357 Manner of storage of records; conversion of electronic records into clear and legible paper form; admissibility in evidence of electronic records.

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 88.413 Renewal or revival of certificate: Procedure; fee; certificate as evidence; status of partnership.

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 incapacitated partner.

DISSOLUTION

NRS 88.548 Dissolution of limited partnership whose certificate has been revoked without additional fees and penalties; regulations.

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 principal office in State or with custodian of records; 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 or revival under old or new name; regulations.

NRS 88.5947 Cancellation of revoked registration without additional fees and penalties; regulations.

NRS 88.595 Cancellation of registration.

NRS 88.597 Renewal of revival of right to transact business: Procedure; fee; certificate as evidence; status of partnership.

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 principal office in State or with custodian of records; 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, 88.548, 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; 2015, 1308)

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, telecommunications and blockchains.

(Added to NRS by 2011, 781; A 2019, 2825)

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, savings bank 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;

(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 or revival under old or new name; regulations.

1. Except as otherwise provided in subsection 2, if a limited partnership applies to reinstate or revive 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 or revived. If that name is distinguishable from all other names reserved or otherwise on file, the Secretary of State shall reinstate or revive 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 or revived 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; 2015, 1309)

NRS 88.330 Registered agent required; maintenance of records at principal office in State or with custodian of records; change of address.

1. Each limited partnership shall continuously maintain:

(a) A principal office in this State, which may but need not be a place of its business in this State, or a custodian of records whose name and street address is available at the limited partnership’s registered office, 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; 2015, 1310; 2017, 2192)

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 principal office in State or with custodian of records; inspection and copying of records.

1. A limited partnership shall keep at the principal office in this State, or with its custodian of records as 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; 2015, 1310)

NRS 88.3355 Statement to be maintained at principal place of business or with custodian of records; requirement to assist in criminal investigation; failure to comply; regulations.

1. A limited partnership shall maintain at its principal place of business in this State or with the custodian of records as referred to in paragraph (a) of subsection 1 of NRS 88.330, the list required pursuant to paragraph (a) of subsection 1 of NRS 88.335.

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; 2017, 2193)

NRS 88.3357 Manner of storage of records; conversion of electronic records into clear and legible paper form; admissibility in evidence of electronic records.

1. Except as otherwise required by federal or state law, any records maintained by a limited partnership in its regular course of business may be kept on, or by means of, any information processing system or other information storage device or medium, including, without limitation, a blockchain, or in the form of an electronic record.

2. A limited partnership shall convert within a reasonable time any records that are kept in a manner described in subsection 1 into clear and legible paper form upon the request of any person entitled to inspect the records maintained by the limited partnership pursuant to any provision of this chapter. If a requested record is kept on, or by means of, a blockchain, the limited partnership is not required to convert the entire blockchain into paper form but shall be deemed to comply with the requirements of this subsection by converting the requested record into paper form.

3. A clear and legible paper form produced from records that are kept in a manner described in subsection 1 is admissible in evidence and accepted for all other purposes to the same extent as an original paper record with the same information if the paper form portrays the record accurately.

(Added to NRS by 2019, 2824)

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, including, without limitation, if the record was filed erroneously.

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 in the record, including, without limitation, if and to the extent applicable, the error in the filing of the record;

(4) Sets forth such information as is necessary so as to clarify or otherwise remedy the inaccuracy or defect; 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.

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; 2023, 379)

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;

(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 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; 2015, 3241)

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

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

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, at the time of 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 12, 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;

(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.

2. Each list filed pursuant to subsection 1 must be accompanied by a declaration under penalty of perjury that:

(a) The limited partnership has complied with the provisions of chapter 76 of NRS;

(b) 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

(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. Except as otherwise provided in subsection 4, a limited partnership shall, upon filing:

(a) The initial list required by subsection 1, pay to the Secretary of State a fee of $150.

(b) Each annual list required by subsection 1, pay to the Secretary of State a fee of $150.

4. 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 $150.

(b) Each annual list required by subsection 1, pay to the Secretary of State a fee of $200.

5. If a limited partnership files an amended list of general partners with the Secretary of State within 60 days after the date on which the initial list required by subsection 1 is filed, the limited partnership or the resigning general partner is not required to pay a fee for filing the amended list.

6. Except as otherwise provided in subsection 5, 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.

7. 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 3 or 4, 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.

8. If the list to be filed pursuant to the provisions of subsection 1 is defective or the fee required by subsection 3 or 4 is not paid, the Secretary of State may return the list for correction or payment.

9. 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.

10. 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.

11. 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.

12. The Secretary of State may allow a limited partnership to select an alternative due date for filing the initial list required by subsection 1.

13. The Secretary of State may adopt regulations to administer the provisions of subsection 12.

(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; 2015, 2918; 2017, 2789)

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 and subsection 1 of NRS 598A.440.

(Added to NRS by 2003, 20th Special Session, 84; A 2021, 3550)

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) Except as otherwise provided in NRS 231.14057, 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. Except as otherwise provided in NRS 231.14057, 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; 2019, 926)

NRS 88.413 Renewal or revival of certificate: Procedure; fee; certificate as evidence; status of partnership.

1. Except as otherwise provided in NRS 88.3355 and 88.6067, a limited partnership which did exist or is existing under this chapter may, upon complying with the provisions of NRS 88.410, procure a renewal or revival of its certificate of limited partnership for any period, together with all the rights, franchises, privileges and immunities, and subject to all its existing and preexisting debts, duties and liabilities secured or imposed by its original certificate of limited partnership and amendments thereto, or existing certificate of limited partnership, by filing:

(a) A certificate with the Secretary of State, which must set forth:

(1) The name of the limited partnership, which must be the name of the limited partnership at the time of the renewal or revival, or its name at the time its original certificate of limited partnership expired.

(2) The information required pursuant to NRS 77.310.

(3) The date on which the renewal or revival of the certificate of limited partnership is to commence or be effective, which may be, in cases of a revival, before the date of the certificate.

(4) Whether or not the renewal or revival is to be perpetual and, if not perpetual, the time for which the renewal or revival is to continue.

(5) That the limited partnership desiring to renew or revive its certificate of limited partnership is, or has been, organized and carrying on the business authorized by its existing or original certificate of limited partnership and amendments thereto, and desires to renew or continue through revival its existence pursuant to and subject to the provisions of this chapter.

(b) A list of its general partners, or the equivalent thereof, and their addresses, either residence or business.

(c) A declaration under penalty of perjury, on a form provided by the Secretary of State, that the renewal or revival is authorized by a court of competent jurisdiction in this State or by the general partners of the limited partnership.

2. A limited partnership whose certificate of limited partnership has not expired and is being renewed shall cause the certificate to be signed by a general partner of the limited partnership. The certificate of renewal must be approved by a majority of the general partners.

3. A limited partnership seeking to revive its original or amended certificate of limited partnership shall cause the certificate of revival to be signed by a person or persons designated or appointed by the general partners of the limited partnership. The signing and filing of the certificate of revival must be approved by the written consent of the general partners of the limited partnership holding at least a majority of the voting power and must contain a recital that this consent was secured. The limited partnership shall pay to the Secretary of State the fee required to form a new limited partnership pursuant to the provisions of this chapter.

4. The filed certificate of renewal or revival, or a copy thereof which has been certified under the hand and seal of the Secretary of State, must be received in all courts and places as prima facie evidence of the facts therein stated and of the qualification to do business in this State of the limited partnership named therein.

5. Except as otherwise provided in NRS 88.327, a renewal or revival pursuant to this section relates back to the date on which the limited partnership’s certificate of limited partnership expired or was revoked and renews or revives the limited partnership’s certificate of limited partnership and right to transact business as if such right had at all times remained in full force.

6. A limited partnership that has revived or renewed its certificate of limited partnership pursuant to the provisions of this section:

(a) Is a limited partnership and continues to be a limited partnership for the time stated in the certificate of revival or renewal;

(b) Possesses the rights, privileges and immunities conferred by the original certificate of limited partnership and by this chapter; and

(Added to NRS by 2015, 1306)

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

(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;

(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 to be incapacitated;

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 incapacitated partner. If a partner who is a natural person dies or a court of competent jurisdiction adjudges such a partner to be incapacitated, 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 88.548 Dissolution of limited partnership whose certificate has been revoked without additional fees and penalties; regulations.

1. The Secretary of State shall authorize a limited partnership whose certificate of limited partnership has been revoked to dissolve without paying additional fees and penalties, other than the fee for filing a certificate of cancellation required by NRS 88.415, if the limited partnership provides evidence satisfactory to the Secretary of State that the limited partnership did not transact business in this State or as a limited partnership organized pursuant to the laws of this State:

(a) During the entire period for which its certificate of limited partnership was revoked; or

(b) During a portion of the period for which its certificate of limited partnership was revoked and the limited partnership paid the fees and penalties for the portion of that period in which the limited partnership transacted business in this State or as a limited partnership organized pursuant to the laws of this State.

2. The Secretary of State may adopt regulations to administer the provisions of this section.

(Added to NRS by 2015, 1305)

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;

(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, at the time of 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 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 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;

(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

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 $150.

(b) Each annual list required by this section, the foreign limited partnership shall pay to the Secretary of State a fee of $150.

4. If a foreign limited partnership files an amended list of general partners with the Secretary of State within 60 days after the date on which the initial list required by this section is filed, the foreign limited partnership or the resigning general partner is not required to pay a fee for filing the amended list.

5. Except as otherwise provided in subsection 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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.

11. The Secretary of State may adopt regulations to administer the provisions of subsection 10.

(Added to NRS by 2003, 20th Special Session, 87; A 2005, 2267; 2007, 2692; 2009, 2043, 2852; 2013, 884; 2015, 2920; 2017, 2791)

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:

(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.

(Added to NRS by 2003, 20th Special Session, 88; A 2021, 3551)

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 principal office in State or with custodian of records; requirement to assist in criminal investigation; failure to comply; regulations.

1. A foreign limited partnership shall maintain at its principal office in this State or with its custodian of records whose name and street address are kept at the foreign limited partnership’s registered office a current list of each general partner.

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; 2015, 1311)

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

(b) Except as otherwise provided in NRS 231.14057, 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. Except as otherwise provided in NRS 231.14057, 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; 2019, 927)

NRS 88.5945 Defaulting partnerships: Reinstatement or revival under old or new name; regulations.

1. Except as otherwise provided in subsection 2, if a foreign limited partnership applies to reinstate or revive 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 or revival submit in writing to the Secretary of State some other name under which it desires its existence to be reinstated or revived. If that name is distinguishable from all other names reserved or otherwise on file, the Secretary of State shall reinstate or revive 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 or revived 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; A 2015, 1311)

NRS 88.5947 Cancellation of revoked registration without additional fees and penalties; regulations.

1. The Secretary of State shall authorize a foreign limited partnership whose right to transact business in this State has been revoked to cancel its registration in this State without paying additional fees and penalties, other than the fee for filing a certificate of cancellation required by NRS 88.415, if the foreign limited partnership provides evidence satisfactory to the Secretary of State that the foreign limited partnership did not transact business in this State:

(a) During the entire period for which its registration in this State was revoked; or

(b) During a portion of the period for which its registration in this State was revoked and the foreign limited partnership paid the fees and penalties for the portion of that period in which the foreign limited partnership transacted business in this State.

2. The Secretary of State may adopt regulations to administer the provisions of this section.

(Added to NRS by 2015, 1307)

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;

(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 88.597 Renewal of revival of right to transact business: Procedure; fee; certificate as evidence; status of partnership.

1. Except as otherwise provided in NRS 88.5927, any foreign limited partnership which has forfeited its right to transact business in this State under the provisions of this chapter may, upon complying with the provisions of NRS 88.594, procure a renewal or revival of its right to transact business in this State for any period, together with all the rights, franchises, privileges and immunities, and subject to all its existing and preexisting debts, duties and liabilities secured or imposed by its original certificate authorizing it to transact business in this State and amendments thereto, or existing certificate authorizing it to transact business in this State, by filing:

(a) A certificate with the Secretary of State, which must set forth:

(1) The name of the foreign limited partnership, which must be the name of the foreign limited partnership at the time of the renewal or revival, or its name at the time of the expiration of its original certificate authorizing it to transact business in this State.

(2) The information required pursuant to NRS 77.310.

(3) The date on which the renewal or revival of the right to transact business in this State is to commence or be effective, which may be, in cases of a revival, before the date of the certificate.

(4) Whether or not the renewal or revival is to be perpetual and, if not perpetual, the time for which the renewal or revival is to continue.

(5) That the foreign limited partnership desiring to renew or revive its right to transact business in this State is, or has been, organized and carrying on the business authorized by its existing or original certificate authorizing it to transact business in this State and amendments thereto, and desires to renew or continue through revival its transaction of business in this State pursuant to and subject to the provisions of this chapter.

(b) A list of its general partners, or the equivalent thereof, and their addresses, either residence or business.

2. A foreign limited partnership whose registration has not expired and is being renewed shall cause the certificate of renewal to be signed by a general partner of the foreign limited partnership. The certificate of renewal must be approved by a majority of the general partners.

3. A foreign limited partnership seeking to revive its original or amended certificate authorizing it to transact business in this State shall cause the certificate of revival to be signed by a person or persons designated or appointed by the general partners of the foreign limited partnership. The signing and filing of the certificate must be approved by the written consent of the general partners of the foreign limited partnership holding at least a majority of the voting power and must contain a recital that this consent was secured. The foreign limited partnership shall pay to the Secretary of State the fee required to qualify a foreign limited partnership to transact business in this State pursuant to the provisions of this chapter.

4. The filed certificate of renewal or revival, or a copy thereof which has been certified under the hand and seal of the Secretary of State, must be received in all courts and places as prima facie evidence of the facts therein stated and of the qualification to transact business in this State of the foreign limited partnership named therein.

5. Except as otherwise provided in NRS 88.5945, a renewal or revival pursuant to this section relates back to the date on which the foreign limited partnership’s right to transact business in this State was forfeited and renews or revives the foreign limited partnership’s right to transact business as if such right had at all times remained in full force.

(Added to NRS by 2015, 1307)

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;

(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 chapters 657 to 671, inclusive, 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 of NRS or chapter 645A or 645B 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; A 2015, 1312; 2017, 3088)

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; 2015, 1313)

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.

(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.

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.

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 principal office in State or with custodian of records; requirement to assist in criminal investigation; failure to comply; regulations.

1. A registered limited-liability limited partnership shall maintain at its principal office in this State or with its custodian of records whose name and street address are available at the registered office of the registered limited-liability limited partnership a current list of each general partner.

2. Upon the request of the Secretary of State, the registered limited-liability limited partnership shall:

(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; 2015, 1313)

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)