PREMIUM LEGAL RESOURCES LEGAL FORMS ASK A LAWYER

NEVADA REVISED STATUTES ("NRS")
CHAPTER 87
PARTNERSHIPS (UNIFORM ACT)

[These were revised in 1997 and should remain effective at least until fall 1999. - staff]


CHAPTER 87
PARTNERSHIPS (UNIFORM ACT)

PRELIMINARY PROVISIONS

NRS 87.010  Name of chapter.CH. 87
NRS 87.020  Definitions.
NRS 87.030  Interpretation of knowledge and notice.
NRS 87.040  Rules of construction.
NRS 87.050  Rules for cases not provided for in this chapter.

NATURE OF PARTNERSHIP

NRS 87.060  Partnership defined.
NRS 87.070  Rules for determining existence of partnership.
NRS 87.080  Property of partnership.

RELATIONS OF PARTNERS TO PERSONS DEALING WITH PARTNERSHIP

NRS 87.090  Partner agent of partnership; restrictions on authority.
NRS 87.100  Conveyance of real property of partnership.
NRS 87.110  Partnership bound by admission of partner.
NRS 87.120  Partnership charged with knowledge of or notice to partner.
NRS 87.130  Partnership bound by partner's wrongful act.
NRS 87.140  Partnership bound by partner's breach of trust.
NRS 87.150  Nature of partner's liability.
NRS 87.160  Partner by estoppel.
NRS 87.170  Liability of incoming partner.

RELATIONS OF PARTNERS TO ONE ANOTHER

NRS 87.180  Rules determining rights and duties of partners.
NRS 87.190  Partnership's books.
NRS 87.200  Duty of partners to render information.
NRS 87.210  Partner accountable as fiduciary.
NRS 87.220  Right to formal account.
NRS 87.230  Continuation of partnership beyond fixed term.

PROPERTY RIGHTS OF PARTNERS

NRS 87.240  Extent of property rights of partner.
NRS 87.250  Nature of partner's right in specific property of partnership.
NRS 87.260  Nature of partner's interest in partnership.
NRS 87.270  Assignment of partner's interest.
NRS 87.280  Partner's interest subject to charging order.

DISSOLUTION AND WINDING UP

NRS 87.290  Dissolution defined.
NRS 87.300  Partnership not terminated by dissolution.
NRS 87.310  Causes of dissolution.
NRS 87.320  Dissolution by decree of court.
NRS 87.330  General effect of dissolution on authority of partner.
NRS 87.340  Right of partner to contribution from copartners after dissolution.
NRS 87.350  Power of partner to bind partnership to third persons afterdissolution.
NRS 87.360  Effect of dissolution on partner's existing liability.
NRS 87.370  Right to wind up.
NRS 87.380  Rights of partners to application of property of partnership.
NRS 87.390  Rights where partnership is dissolved for fraud or misrepresentation.
NRS 87.400  Rules for distribution.
NRS 87.410  Liability of persons who continue business of partnership in certain cases.
NRS 87.420  Rights of retiring or estate of deceased partner when business of partnership is continued.
NRS 87.430  Accrual of actions.

REGISTERED LIMITED-LIABILITY PARTNERSHIPS

NRS 87.440  Registration of partnership.
NRS 87.450  Name of partnership: Distinguishable name required; availability of name of forfeited, terminated or merged partnership.
NRS 87.455  Name of partnership: Requirements and restrictions on name upon reinstatement.
NRS 87.460  Amendment of certificate of registration.
NRS 87.470  Termination of registration.
NRS 87.480  Resident agent and principal office: Requirements; change of address.
NRS 87.490  Change of resident agent or location of principal office.
NRS 87.500  Resident agent: Resignation; designation of successor after death, resignation or removal from state.
NRS 87.510  Annual filing of list of managing partners; fee; notice.
NRS 87.520  Defaulting partnerships: Identification; penalty; duties of secretary of state; revocation of registration.
NRS 87.530  Defaulting partnerships: Procedure and conditions for reinstatement.
NRS 87.540  Status of partnership and liability of partners not affected by errors in certain filed information.
NRS 87.545  Secretary of state: Procedure to submit replacement page before filing of document.
NRS 87.550  Secretary of state: Fees.

MISCELLANEOUS PROVISIONS

NRS 87.560  Operation of domestic partnership in another jurisdiction; registration of foreign registered limited-liability partnership.

CHAPTER 87
PARTNERSHIPS (UNIFORM ACT)

CROSS REFERENCES

Abandoned or unclaimed property, NRS ch. 120A
Corporations may enter into general partnerships, NRS 78.070
Death of partner

Administrator, appointment of survivor as, NRS 139.030
Business settled by survivor and account rendered, NRS 143.040
Sale of partnership interest, NRS 143.040, 148.210

False, deceptive or misleading advertising and sales practices by partnership unlawful, NRS 207.170-207.177
Fictitious name, NRS ch. 602
Fiduciary capacity of partners, NRS 162.020
Gaming partnerships, NRS ch. 463
Industrial insurance

Employer for industrial insurance, NRS 616A.230
Working partners, coverage, NRS 616A.310, 616B.659

Insolvency of partnerships, NRS 112.160
Jury challenge of partner, NRS 16.050
Larceny, part ownership no defense, NRS 205.265
License fees and taxes, cities may impose, NRS 266.600
Mining partnerships, NRS 520.160-520.260
Negotiable instruments, Uniform Commercial Code, NRS 104.3101-104.3605
Occupational diseases

Employer for occupational diseases, NRS 617.110
Working partners, coverage, NRS 617.145, 617.225

Products liability, service of process, NRS 14.080
Professional associations, Uniform Partnership Act inapplicable, NRS 89.200
Property, assessment, NRS 361.235
Quo warranto action by state, NRS 35.010
Receiver, appointment when parties claim property or funds, NRS 32.010
Savings and loan associations, loans, NRS 673.3244
Trust partnership not to lend trust funds to partners, NRS 163.030
Unemployment compensation, NRS 612.060

PRELIMINARY PROVISIONS

NRS 87.010  Name of chapter.  This chapter may be cited as the Uniform Partnership Act.  [1:74:1931; 1931 NCL 5028]

NRS 87.020  Definitions.  As used in this chapter, unless the context otherwise requires:

1.  "Bankrupt" includes bankrupt under the Federal Bankruptcy Act or insolvent under any state insolvent act.
2.  "Business" includes every trade, occupation or profession.
3.  "Conveyance" includes every assignment, lease, mortgage or encumbrance.
4.  "Court" includes every court and judge having jurisdiction in the case.
5.  "Professional service" means any type of personal service which may legally be performed only pursuant to a license or certificate of registration.
6.  "Real property" includes land and any interest or estate in land.
7.  "Registered limited-liability partnership" means a partnership formed pursuant to an agreement governed by this chapter for the purpose of rendering a professional service and registered pursuant to and complying with NRS 87.440 to 87.560, inclusive.  [2:74:1931; 1931 NCL 5028.01](NRS A 1985, 502; 1995, 1470)

NRS 87.030  Interpretation of knowledge and notice.

1.  A person has "knowledge" of a fact within the meaning of this chapter not only when he has actual knowledge thereof, but also when he has knowledge of such other facts as in the circumstances shows bad faith.
2.  A person has "notice" of a fact within the meaning of this chapter when the person who claims the benefit of the notice:

(a) States the fact to such person, or
(b) Delivers through the mail, or by other means of communication, a written statement of the fact to such person or to a proper person at his place of business or residence.

 [3:74:1931; 1931 NCL 5028.02]

NRS 87.040  Rules of construction.

1.  The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter.
2.  The law of estoppel shall apply under this chapter.
3.  The law of agency shall apply under this chapter.
4.  This chapter shall be so interpreted and construed as to effectuate its general purpose to make uniform the law of those states which enact it.
5.  This chapter shall not be construed so as to impair the obligations of any contract existing on July 1, 1931, nor to affect any action or proceedings begun or right accrued before July 1, 1931.  [4:74:1931; 1931 NCL 5028.03]

NRS 87.050  Rules for cases not provided for in this chapter.  In any case not provided for in this chapter the rules of law and equity, including the law merchant, shall govern.  [5:74:1931; 1931 NCL 5028.04]

NATURE OF PARTNERSHIP

NRS 87.060  Partnership defined.

1.  Except as otherwise provided in subsection 2, a partnership is an association of two or more persons to carry on as co-owners a business for profit, and includes a registered limited-liability partnership.
2.  Any association formed under any other statute of this state, or any statute adopted by authority, other than the authority of this state, is not a partnership under this chapter, unless the association would have been a partnership in this state before July 1, 1931. This chapter applies to limited partnerships except in so far as the statutes relating to such partnerships are inconsistent with it.  [6:74:1931; 1931 NCL 5028.05](NRS A 1995, 1471)

NEVADA CASES.
Partnership as aggregate. In determining whether partnership could be held liable when partners were immune, court considered sub- section 1 of NRS 87.060, which defines partnership for purposes of Uniform Partnership Act, as adopting common law that partnership is aggregate of partners rather than separate legal entity. Watson v. G.C. Assocs., 100 Nev. 586, 691 P.2d 417 (1984), distinguished, Karadanis v. Sourwine, 105 Nev. 793, at 796, 783 P.2d 454 (1989)

NRS 87.070  Rules for determining existence of partnership.  In determining whether a partnership exists, these rules apply:

1.  Except as provided by NRS 87.160 persons who are not partners as to each other are not partners as to third persons.
2.  Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not of itself establish a partnership, whether such co-owners do or do not share any profits made by the use of the property.
3.  The sharing of gross returns does not of itself establish a partnership, whether or not the persons sharing them have a joint or common right or interest in any property from which the returns are derived.
4.  The receipt by a person of a share of the profits of a business is prima facie evidence that he is a partner in the business, but no such inference may be drawn if such profits were received in payment:

(a) As a debt by installments or otherwise;
(b) As wages of an employee or rent to a landlord;
(c) As an annuity to a surviving spouse or representative of a deceased partner;
(d) As interest on a loan, though the amount of payment vary with the profits of the business; or
(e) As the consideration for the sale of a good will of a business or other property by installments or otherwise.

 [7:74:1931; 1931 NCL 5028.06](NRS A 1979, 146)

NEVADA CASES.

Recovery of interest in mining claim by partner or tenant in common who was out of possession and did not bear proportionate expenses. If one partner or tenant in common in mining claim voluntarily leaves claim in possession of cotenants, refuses to bear his proportion of expenses incurred in developing claim, and should afterward bring action to recover his interest, equity will defer his recovery until he has paid his full proportion of expenses; but if he had been wrongfully ousted from possession or rights, the cotenants or persons ousting him, or those claiming under them, can acquire no title in claim adverse to him short of statute of limitations. Mallett v. Uncle Sam Gold & Silver Mining Co., 1 Nev. 188 (1865)

Persons who jointly operate mining claim are partners and tenants in common. Persons who join in operation of mining claim are clothed with double character of mining partners and tenants in common. As to liabilities properly incurred in development of claim, they are answerable as partners, but with relation to claim itself, they are recognized as tenants in common. Mallett v. Uncle Sam Gold & Silver Mining Co., 1 Nev. 188 (1865)

No partnership created where profit shared as compensation. Under provisions of 1931 NCL 5028.06 (cf. NRS 87.070), sharing of gross returns does not of itself establish partnership. Where profit sharing is mainly by way of compensation, partnership relationship is not created. Las Vegas Machine & Eng'r Works, Inc. v. Roemisch, 67 Nev. 1, 213 P.2d 319 (1950)

FEDERAL AND OTHER CASES.

No partnership existed where parties shared profits but did not share losses or have joint control over operation of business. Where defendant had agreement with another airline pursuant to which defendant acted as ticketing and marketing agent for other airline and under which both airlines would presumably make profit from their combined efforts, agreement was not sufficient to establish existence of partnership (see NRS 87.070) because (1) airlines did not share losses, and participation in profits does not create partnership unless partners also share losses, and (2) other airline did not have joint control over operations of defendant, and for partnership to exist each partner must have some degree and right of control over business (see NRS 87.180). Shaw v. Delta Airlines, Inc., 798 F. Supp. 1453 (D. Nev. 1992)

NRS 87.080  Property of partnership.

1.  All property originally brought into the partnership stock or subsequently acquired by purchase or otherwise, on account of the partnership, is partnership property.
2.  Unless the contrary intention appears, property acquired with partnership funds is partnership property.
3.  Any estate in real property may be acquired in the partnership name. Title so acquired can be conveyed only in the partnership name.
4.  A conveyance to a partnership in the partnership name, though without words of inheritance, passes the entire estate of the grantor unless a contrary intent appears.  [8:74:1931; 1931 NCL 5028.07]

RELATIONS OF PARTNERS TO PERSONS DEALING WITH PARTNERSHIP

NRS 87.090  Partner agent of partnership; restrictions on authority.

1.  Every partner is an agent of the partnership for the purpose of its business, and the act of every partner, including the execution in the partnership name of any instrument, for apparently carrying on in the usual way the business of the partnership of which he is a member binds the partnership, unless the partner so acting has in fact no authority to act for the partnership in the particular matter, and the person with whom he is dealing has knowledge of the fact that he has no such authority.
2.  An act of a partner which is not apparently for the carrying on of the business of the partnership in the usual way does not bind the partnership unless authorized by the other partners.
3.  Except as otherwise provided in subsection 5, unless authorized by the other partners or unless they have abandoned the business, one or more but less than all the partners have no authority to:

(a) Assign the partnership property in trust for creditors or on the assignee's promise to pay the debts of the partnership;
(b) Dispose of the good will of the business;
(c) Do any other act which would make it impossible to carry on the ordinary business of a partnership;
(d) Confess a judgment; or
(e) Submit a partnership claim or liability to arbitration or reference.

4.  No act of a partner in contravention of a restriction on authority shall bind the partnership to persons having knowledge of the restriction.
5.  One or more of the partners designated in an agreement among all of the partners may sell all or substantially all of the property of the partnership without the unanimous approval or consent of the partners if:

(a) The sale is approved by a vote; or
(b) The prior consent of the partners for a sale of all or substantially all of the property has been given in an agreement among the partners, and written notice of the sale is sent by registered or certified mail to all partners at least 15 days before the date of the sale.

 [9:74:1931; 1931 NCL 5028.08](NRS A 1987, 375)

NEVADA CASES.

Partner's pledge of partnership asset did not convey interest as against other partners under circumstances. Where partner had pledged partnership asset as security for personal loan, and pledgee, who knew that loan was not for partnership purposes and that partner acted without authority of other partners, later sold asset when loan was not repaid, other partners where entitled as matter of law to recover damages for conversion because, under NRS 87.090, action of partner did not bind partnership and pledge did not convey any interest in property as against other partners. Cleveland v. Hopper, 90 Nev. 134, 520 P.2d 614 (1974)

FEDERAL AND OTHER CASES.

Partner liable as general partner unless limited partnership pleaded and proved. Assuming that Nevada would follow decisions in other jurisdictions under Uniform Partnership Act and Uniform Limited Partnership Act, under NRS 87.090, 87.120 and former NRS 88.030 (cf. NRS 88.350), it is necessary to plead and prove limited partnership in order to rely on limitation, and defendant partner was liable as general partner for conversion of money by her partner where she failed to allege that she was limited partner and evidence indicated that there had been no compliance with recording requirements of statute. Bisno v. Hyde, 290 F.2d 560 (1961)

NRS 87.100  Conveyance of real property of partnership.

1.  Where title to real property is in the partnership name, any partner may convey title to such property by a conveyance executed in the partnership name; but the partnership may recover such property unless the partner's act binds the partnership under the provisions of subsection 1 of NRS 87.090 or unless such property has been conveyed by the grantee or a person claiming through such grantee to a holder for value without knowledge that the partner, in making the conveyance, has exceeded his authority.
2.  Where title to real property is in the name of the partnership, a conveyance executed by a partner, in his own name, passes the equitable interest of the partnership, provided the act is one within the authority of the partner under the provisions of subsection 1 of NRS 87.090.
3.  Where title to real property is in the name of one or more but not all the partners, and the record does not disclose the right of the partnership, the partners in whose name the title stands may convey title to such property, but the partnership may recover such property if the partners' act does not bind the partnership under the provisions of subsection 1 of NRS 87.090, unless the purchaser, or his assignee, is a holder for value without knowledge.
4.  Where the title to real property is in the name of one or more or all the partners, or in a third person in trust for the partnership, a conveyance executed by a partner in the partnership name, or in his own name, passes the equitable interest of the partnership, provided the act is one within the authority of the partner under the provisions of subsection 1 of NRS 87.090.
5.  Where the title to real property is in the names of all the partners a conveyance executed by all the partners passes all their rights in such property.  [10:74:1931; 1931 NCL 5028.09]

NRS 87.110  Partnership bound by admission of partner.  An admission or representation made by any partner concerning partnership affairs within the scope of his authority as conferred by this chapter is evidence against the partnership.  [11:74:1931; 1931 NCL 5028.10]

NRS 87.120  Partnership charged with knowledge of or notice to partner.  Notice to any partner of any matter relating to partnership affairs, and the knowledge of the partner acting in the particular matter, acquired while a partner or then present to his mind, and the knowledge of any other partner who reasonably could and should have communicated it to the acting partner, operate as notice to or knowledge of the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner.  [12:74:1931; 1931 NCL 5028.11]

FEDERAL AND OTHER CASES.

Partner liable as general partner unless limited partnership pleaded and proved. Assuming that Nevada would follow decisions in other jurisdictions under Uniform Partnership Act and Uniform Limited Partnership Act, under NRS 87.090, 87.120 and former NRS 88.030 (cf. NRS 88.350), it is necessary to plead and prove limited partnership in order to rely on limitation, and defendant partner was liable as general partner for conversion of money by her partner where she failed to allege that she was limited partner and evidence indicated that there had been no compliance with recording requirements of statute. Bisno v. Hyde, 290 F.2d 560 (1961)

NRS 87.130  Partnership bound by partner's wrongful act.  Where by any wrongful act or omission of any partner acting in the ordinary course of the business of the partnership or with the authority of his copartners, loss or injury is caused to any person, not being a partner in the partnership, or any penalty is incurred, the partnership is liable therefor to the same extent as the partner so acting or omitting to act.  [13:74:1931; 1931 NCL 5028.12]

NEVADA CASES.

Industrial insurance. Injured worker who was awarded benefits pursuant to Nevada Industrial Insurance Act (see NRS chs. 616A, 616B, 616C and 616D) could not bring action under common law for negligence against partnership which owned and leased building to his employer because general partners of that partnership were coemployees of injured worker and were, therefore, immune from liability under former NRS 616.560 (cf. NRS 616C.215). Partners could not be exposed to indirect liability by allowing action to be brought against their partnership. (See NRS 87.130.) Watson v. G.C. Assocs., 100 Nev. 586, 691 P.2d 417 (1984), cited, Haertel v. Sonshine Carpet Co., 104 Nev. 331, at 333, 757 P.2d 364 (1988), distinguished, Karadanis v. Sourwine, 105 Nev. 793, at 796, 783 P.2d 454 (1989)

Industrial insurance. Where employer entered into joint venture with school district and corporation to remove and replace carpet in district's facilities, and minor working for employer was injured during course of that employment and brought action to recover damages for those injuries, action was properly dismissed against employer under former NRS 616.370 (cf. NRS 616A.020) on ground that rights and remedies provided by Nevada Industrial Insurance Act (see NRS chs. 616A, 616B, 616C and 616D) were exclusive, because minor may not, by virtue of his minority, disavow coverage under that act. Haertel v. Sonshine Carpet Co., 102 Nev. 614, 730 P.2d 428 (1986)

Where joint venturer paid premiums for workmen's compensation to protect itself against loss, benefit of protection accrues to other joint venturers. Employer entered into joint venture with school district and corporation to replace carpet in district's facilities. Minor working for employer was injured during course of that employment and brought action to recover damages for those injuries. On rehearing, court held that consonant with principle of shared liability of joint venturers for their acts (see NRS 87.130 and 87.150), where joint venturer paid premiums for workmen's compensation (see NRS chs. 616A, 616B, 616C and 616D) to protect itself against loss, benefit of protection accrues to other joint venturers. Haertel v. Sonshine Carpet Co., 104 Nev. 331, 757 P.2d 364 (1988), cited, Hook v. Giuricich, 108 Nev. 29, at 32, 823 P.2d 294 (1992)

Negligence or fraud of one joint venturer may be imputed to other coventurers. Under principles of law related to joint ventures, negligence or fraud of one joint venturer, while acting within scope of enterprise, may be imputed to coventurers so as to render latter liable for injuries sustained by third persons as result of negligence or fraud. (See NRS 87.130 and 87.150.) Radaker v. Scott, 109 Nev. 653, 855 P.2d 1037 (1993)

NRS 87.140  Partnership bound by partner's breach of trust.  The partnership is bound to make good the loss:

1.  Where one partner acting within the scope of his apparent authority receives money or property of a third person and misapplies it; and
2.  Where the partnership in the course of its business receives money or property of a third person and the money or property so received is misapplied by any partner while it is in the custody of the partnership.  [14:74:1931; 1931 NCL 5028.13]

NRS 87.150  Nature of partner's liability.

1.  Except as otherwise provided in subsection 2, all partners are liable:

(a) Jointly and severally for everything chargeable to the partnership under NRS 87.130 and 87.140.
(b) Jointly for all other debts and obligations of the partnership; but any partner may enter into a separate obligation to perform a partnership contract.

2.  Subject to subsection 3, a partner in a registered limited-liability partnership is not liable directly or indirectly, by way of indemnification, contribution, assessment or otherwise, for debts, obligations or liabilities of or chargeable to the partnership, whether in contract, tort or otherwise, arising from omissions, negligence, wrongful acts, misconduct or malpractice committed while the partnership is a registered limited-liability partnership and in the course of the partnership business by another partner or an employee, agent or representative of the partnership.
3.  Subsection 2 does not affect the liability of a partner in a registered limited-liability partnership for his own omissions, negligence, wrongful acts, misconduct or malpractice or that of any person under his direct supervision and control.
4.  A partner in a registered limited-liability partnership is not a proper party to a proceeding by or against the registered limited-liability partnership, the object of which is to recover damages or enforce the obligations arising out of the acts, omissions, malpractice or misconduct of the type described in subsection 2 unless he is personally liable under subsection 3.  [15:74:1931; 1931 NCL 5028.14](NRS A 1995, 1471)

NEVADA CASES.

Effect of service upon fewer than all. In actions against partnerships all partners must be joined as defendants unless one of them is bankrupt, dead or outside jurisdiction of court; judgment in favor of plaintiff must be against all defendant members of partnership even though only one is served, and judgment must provide that it is to be enforced only against joint partnership property and separate property of individual defendant served. (See NRS 87.150.) Diamond Nat'l Corp. v. Thunderbird Hotel, Inc., 85 Nev. 271, 454 P.2d 13 (1969), cited, In re Stanfield, 6 B.R. 265, at 267, (D. Nev. 1980), In re Stanfield, 9 B.R. 790, at 795, (D. Nev. 1981)

Effect of service upon fewer than all. In action for damages for breach of contract entered into between plaintiff and partnership consisting of four partners, where plaintiff only served one party, court could render judgment against partnership and plaintiff could first execute against partnership property, but if that property was insufficient plaintiff could only execute against separate property of one partner that was served. (See NRS 87.150.) Diamond Nat'l Corp. v. Thunderbird Hotel, Inc., 85 Nev. 271, 454 P.2d 13 (1969)

Industrial insurance. Where employer entered into joint venture with school district and corporation to remove and replace carpet in district's facilities, and minor working for employer was injured during course of that employment and brought action to recover damages for those injuries, action was properly dismissed against employer under former NRS 616.370 (cf. NRS 616A.020) on ground that rights and remedies provided by Nevada Industrial Insurance Act (see NRS chs. 616A, 616B, 616C and 616D) were exclusive, because minor may not, by virtue of his minority, disavow coverage under that act. Haertel v. The Sonshine Carpet Co., 102 Nev. 614, 730 P.2d 428 (1986)

Where joint venturer paid premiums for workmen's compensation to protect itself against loss, benefit of protection accrues to other joint venturers. Employer entered into joint venture with school district and corporation to replace carpet in district's facilities. Minor working for employer was injured during course of that employment and brought action to recover damages for those injuries. On rehearing, court held that consonant with principle of shared liability of joint venturers for their acts (see NRS 87.130 and 87.150), where joint venturer paid premiums for workmen's compensation (see NRS chs. 616A, 616B, 616C and 616D) to protect itself against loss, benefit of protection accrues to other joint venturers. Haertel v. Sonshine Carpet Co., 104 Nev. 331, 757 P.2d 364 (1988), cited, Hook v. Giuricich, 108 Nev. 29, at 32, 823 P.2d 294 (1992)

Negligence or fraud of one joint venturer may be imputed to other coventurers. Under principles of law related to joint ventures, negligence or fraud of one joint venturer, while acting within scope of enterprise, may be imputed to coventurers so as to render latter liable for injuries sustained by third persons as result of negligence or fraud. (See NRS 87.130 and 87.150.) Radaker v. Scott, 109 Nev. 653, 855 P.2d 1037 (1993)

NRS 87.160  Partner by estoppel.

1.  When a person, by words spoken or written or by conduct, represents himself, or consents to another representing him to any one, as a partner in an existing partnership or with one or more persons not actual partners, he is liable to any such person to whom such representation has been made who has, on the faith of such representation, given credit to the actual or apparent partnership, and if he has made such representation or consented to its being made in a public manner he is liable to such person, whether the representation has or has not been made or communicated to such person so giving credit by or with the knowledge of the apparent partner making the representation or consenting to its being made.

(a) When a partnership liability results, he is liable as though he were an actual member of the partnership.
(b) When no partnership liability results, he is liable jointly with the other persons, if any, so consenting to the contract or representation as to incur liability, otherwise separately.

2.  When a person has been thus represented to be a partner in an existing partnership, or with one or more persons not actual partners, he is an agent of the persons consenting to such representation to bind them to the same extent and in the same manner as though he were a partner in fact, with respect to persons who rely upon the representation. Where all the members of the existing partnership consent to the representation, a partnership act or obligation results; but in all other cases it is the joint act or obligation of the person acting and the persons consenting to the representation.  [16:74:1931; 1931 NCL 5028.15]

NRS 87.170  Liability of incoming partner.  A person admitted as a partner into an existing partnership is liable for all the obligations of the partnership arising before his admission as though he had been a partner when such obligations were incurred, except that this liability shall be satisfied only out of partnership property.  [17:74:1931; 1931 NCL 5028.16]

RELATIONS OF PARTNERS TO ONE ANOTHER

NRS 87.180  Rules determining rights and duties of partners.  The rights and duties of the partners in relation to the partnership are determined, subject to any agreement between them, by the following rules:

1.  Each partner must be repaid his contributions, whether by way of capital or advances to the partnership property, and share equally in the profits and surplus remaining after all liabilities, including those to partners, are satisfied. Except as otherwise provided in subsection 2 of NRS 87.150, each partner shall contribute towards the losses, whether of capital or otherwise, sustained by the partnership according to his share in the profits.
2.  The partnership shall indemnify every partner in respect of payments made and personal liabilities reasonably incurred by him in the ordinary and proper conduct of its business, or for the preservation of its business or property.
3.  A partner, who in aid of the partnership makes any payment or advance beyond the amount of capital which he agreed to contribute, must be paid interest from the date of the payment or advance.
4.  A partner may receive interest on the capital contributed by him only from the date when repayment should be made.
5.  All partners have equal rights in the management and conduct of the partnership business.
6.  No partner is entitled to remuneration for acting in the partnership business, except that a surviving partner is entitled to reasonable compensation for his services in winding up the partnership affairs.
7.  No person may become a member of a partnership without the consent of all the partners.
8.  Any difference arising as to ordinary matters connected with the partnership business may be decided by a majority of the partners. No act in contravention of any agreement between the partners may be done rightfully without the consent of all the partners.  [18:74:1931; 1931 NCL 5028.17](NRS A 1995, 1471)

FEDERAL AND OTHER CASES.

No partnership existed where parties shared profits but did not share losses or have joint control over operation of business. Where defendant had agreement with another airline pursuant to which defendant acted as ticketing and marketing agent for other airline and under which both airlines would presumably make profit from their combined efforts, agreement was not sufficient to establish existence of partnership (see NRS 87.070) because (1) airlines did not share losses, and participation in profits does not create partnership unless partners also share losses, and (2) other airline did not have joint control over operations of defendant, and for partnership to exist each partner must have some degree and right of control over business (see NRS 87.180). Shaw v. Delta Airlines, Inc., 798 F. Supp. 1453 (D. Nev. 1992)

NRS 87.190  Partnership's books.  The partnership books shall be kept, subject to any agreement between the partners, at the principal place of business of the partnership, and every partner shall at all times have access to and may inspect and copy any of them.  [19:74:1931; 1931 NCL 5028.18]

NRS 87.200  Duty of partners to render information.  Partners shall render on demand true and full information of all things affecting the partnership to any partner or the legal representative of any deceased partner or partner under legal disability.  [20:74:1931; 1931 NCL 5028.19]

NRS 87.210  Partner accountable as fiduciary.

1.  Every partner must account to the partnership for any benefit and hold as trustee for it any profits derived by him without the consent of the other partners from any transaction connected with the formation, conduct, or liquidation of the partnership or from any use by him of its property.
2.  This section applies also to the representatives of a deceased partner engaged in the liquidation of the affairs of the partnership as the personal representatives of the last surviving partner.  [21:74:1931; 1931 NCL 5028.20]

NRS 87.220  Right to formal account.  Any partner shall have the right to a formal account as to partnership affairs:

1.  If he is wrongfully excluded from the partnership business or possession of its property by his copartners;
2.  If the right exists under the terms of any agreement;
3.  As provided by NRS 87.210; or
4.  Whenever other circumstances render it just and reasonable.  [22:74:1931; 1931 NCL 5028.21]

NEVADA CASES.

Right to accounting. Right of partner in partnership property is chose in action, carrying with it right to accounting. (See NRS 87.220.) State v. Elsbury, 63 Nev. 463, 175 P.2d 430 (1946)

NRS 87.230  Continuation of partnership beyond fixed term.

1.  When a partnership for a fixed term or particular undertaking is continued after the termination of such term or particular undertaking without any express agreement, the rights and duties of the partners remain the same as they were at such termination, so far as is consistent with a partnership at will.
2.  A continuation of the business by partners or such of them as habitually acted therein during the term, without any settlement or liquidation of the partnership affairs, is prima facie evidence of a continuation of the partnership.  [23:74:1931; 1931 NCL 5028.22]

PROPERTY RIGHTS OF PARTNERS

NRS 87.240  Extent of property rights of partner.  The property rights of a partner are:

1.  His rights in specific partnership property;
2.  His interest in the partnership; and
3.  His right to participate in the management.  [24:74:1931; 1931 NCL 5028.23]

NEVADA CASES.

Equal right of copartners to use or possess any property of partnership for any proper purpose of partnership. Section of Uniform Partnership Act, 1931 NCL 5028.23 (cf. NRS 87.240), establishing and limiting property rights of partner, includes "his rights in specific partnership property," and this means that partner, subject to any contrary agreement, has equal right with his copartners to use or possess any partnership property for any proper partnership purpose. State v. Elsbury, 63 Nev. 463, 175 P.2d 430 (1946), cited, Balaban v. Bank of Nevada, 86 Nev. 862, at 864, 477 P.2d 860 (1970)

NRS 87.250  Nature of partner's right in specific property of partnership.

1.  A partner is co-owner with his partners of specific partnership property holding as a tenant in partnership.
2.  The incidents of this tenancy are such that:

(a) A partner, subject to the provisions of this chapter and to any agreement between the partners, has an equal right with his partners to possess specific partnership property for partnership purposes; but he has no right to possess such property for any other purpose without the consent of his partners.
(b) A partner's right in specific partnership property is not assignable except in connection with the assignment of rights of all the partners in the same property.
(c) A partner's right in specific partnership property is not subject to attachment or execution, except on a claim against the partnership. When partnership property is attached for a partnership debt the partners, or any of them, or the representatives of a deceased partner, cannot claim any right under the homestead or exemption laws.
(d) On the death of a partner his right in specific partnership property vests in the surviving partner or partners, except where the deceased was the last surviving partner, when his right in such property vests in his legal representative. Such surviving partner or partners, or the legal representative of the last surviving partner, has no right to possess the partnership property for any but a partnership purpose.
(e) A partner's right in specific partnership property is not subject to dower, curtesy, or allowances to widows, heirs or next of kin.

 [25:74:1931; 1931 NCL 5028.24]

NEVADA CASES.

No individual property. Partner has no individual property in any specific assets of firm, because interest of each partner is his share in surplus after partnership debts are paid and accounts settled, and until this is done it cannot be known what property will have to be used to pay debts and what will remain. (See NRS 87.250.) State v. Elsbury, 63 Nev. 463, 175 P.2d 430 (1946), cited, Bynum v. Sands, Inc., 70 Nev. 191, at 196, 264 P.2d 846 (1953), Balaban v. Bank of Nevada, 86 Nev. 862, at 865, 477 P.2d 860 (1970), Tupper v. Kroc, 88 Nev. 146, at 154, 494 P.2d 1275 (1972)

Administrator's sale of deceased partner's interest set aside where physical assets of partnership included. Where administrator's sale of deceased partner's interest in partnership (see NRS 87.420) included physical assets of partnership, purported sale was set aside on appeal from order confirming sale because, under NRS 87.250, 87.260, 143.040 and 148.210, only interest in partnership which could be sold was deceased partner's share of partnership profits and surplus, and purchaser could not acquire rights in specific partnership property or right to participate in management. Balaban v. Bank of Nevada, 86 Nev. 862, 477 P.2d 860 (1970), distinguished, Tupper v. Kroc, 88 Nev. 146, at 152, 494 P.2d 1275 (1972)

NRS 87.260  Nature of partner's interest in partnership.  A partner's interest in the partnership is his share of the profits and surplus, and the same is personal property.  [26:74:1931; 1931 NCL 5028.25]

NEVADA CASES.

Rule prevailed before uniform act adopted. Rule declared by 1931 NCL 5028.25 (cf. NRS 87.260), that interest of partner in partnership is his share of profits and surplus, and that this interest is personalty, was rule prevailing before adoption of Uniform Partnership Act. State v. Elsbury, 63 Nev. 463, 175 P.2d 430 (1946)

Same interest intended by assignments of profits and of interest in partnership. Where contract assigned to plaintiff 20 percent of partnership profits after recovery of original investment by partners and 20 percent interest in partnership, and contract was similar in wording to 1931 NCL 5028.25 and 5028.26 (cf. NRS 87.260 and 87.270), providing that assignee of partnership interest has right to profits which his assignor would have received, or on dissolution, share of assets his assignor would have received, court concluded that same interest was intended. Bynum v. Sands, Inc., 70 Nev. 191, 264 P.2d 846 (1953)

Administrator's sale of deceased partner's interest set aside where physical assets of partnership included. Where administrator's sale of deceased partner's interest in partnership (see NRS 87.420) included physical assets of partnership, purported sale was set aside on appeal from order confirming sale because, under NRS 87.250, 87.260, 143.040 and 148.210, only interest in partnership which could be sold was deceased partner's share of partnership profits and surplus, and purchaser could not acquire rights in specific partnership property or right to participate in management. Balaban v. Bank of Nevada, 86 Nev. 862, 477 P.2d 860 (1970), distinguished, Tupper v. Kroc, 88 Nev. 146, at 152, 494 P.2d 1275 (1972)

Sale of partner's interest under charging order not invalid when partnership in receivership. Fact that partnership was in receivership at time interest of debtor partner in partnership was sold under charging order pursuant to NRS 87.280 did not invalidate sale because under NRS 87.260 interest sold was personal property of debtor partner and not partnership property in custody of receiver. Tupper v. Kroc, 88 Nev. 146, 494 P.2d 1275 (1972)

Proceeds of judicial sale under charging order obtained by limited partner applicable to judgment against general partner without accounting or further description. Where sole limited partner had obtained money judgment against general partner, provisions of NRS 87.280 permitted entry of charging order directing judicial sale of all of general partner's "right, title and interest" in partnership and application of proceeds to satisfaction of judgment, without necessity of prior accounting to determine nature and extent of interest and without further description of interest in order or notice of sale because as matter of law, interest consisted of share of profits and surplus as provided in NRS 87.260. Tupper v. Kroc, 88 Nev. 146, 494 P.2d 1275 (1972)

NRS 87.270  Assignment of partner's interest.

1.  A conveyance by a partner of his interest in the partnership does not of itself dissolve the partnership, nor, as against the other partners in the absence of agreement, entitle the assignee, during the continuance of the partnership, to interfere in the management or administration of the partnership business or affairs, or to require any information or account of partnership transactions, or to inspect the partnership books; but it merely entitles the assignee to receive in accordance with his contract the profits to which the assigning partner would otherwise be entitled.
2.  In case of a dissolution of the partnership, the assignee is entitled to receive his assignor's interest and may require an account from the date only of the last account agreed to by all the partners.  [27:74:1931; 1931 NCL 5028.26]

NEVADA CASES.

Same interest intended by assignments of profits and of interest in partnership. Where contract assigned to plaintiff 20 percent of partnership profits after recovery of original investment by partners and 20 percent interest in partnership, and contract was similar in wording to 1931 NCL 5028.25 and 5028.26 (cf. NRS 87.260 and 87.270), providing that assignee of partnership interest has right to profits which his assignor would have received, or on dissolution, share of assets his assignor would have received, court concluded that same interest was intended. Bynum v. Sands, Inc., 70 Nev. 191, 264 P.2d 846 (1953)

No fiduciary relationship between partners and assignee of interest in partnership. Under NRS 87.270, assignment of interest in partnership, in absence of agreement, does not create fiduciary relationship between assignee and partners, or require that partners resort to dissolution in order to prevent such relationship from arising. Assignee remains stranger who is entitled only to share in worth of partnership and right to demand accounting upon dissolution. Bynum v. Frisby, 73 Nev. 145, 311 P.2d 972 (1957)

Assignee of interest in partnership not entitled to participate in affairs of partnership. In assignment of interest in partnership, where it was expressly declared in substantially language of NRS 87.270 that assignee was not partner, assignment did not entitle assignee to participate in partnership affairs or in any related matters in which partners might engage outside of partnership entity. Bynum v. Frisby, 73 Nev. 145, 311 P.2d 972 (1957)

Charging order does not constitute assignment of interest in partnership. Motion to set aside sale of debtor partner's interest in partnership pursuant to charging order under NRS 87.280 on ground that sale amounted to involuntary assignment of partner's interest in violation of partnership agreement was properly denied because sale under charging order did not constitute assignment under NRS 87.270 and partnership agreement could not divest court of its powers provided by NRS 87.280. Tupper v. Kroc, 88 Nev. 146, 494 P.2d 1275 (1972)

NRS 87.280  Partner's interest subject to charging order.

1.  On due application to a competent court by any judgment creditor of a partner, the court which entered the judgment, order, or decree, or any other court, may charge the interest of the debtor partner with payment of the unsatisfied amount of such judgment debt with interest thereon; and may then or later appoint a receiver of his share of the profits, and of any other money due or to fall due to him in respect of the partnership, and make all other orders, directions, accounts and inquiries which the debtor partner might have made, or which the circumstances of the case may require.
2.  The interest charged may be redeemed at any time before foreclosure, or in case of a sale being directed by the court may be purchased without thereby causing a dissolution:

(a) With separate property, by any one or more of the partners; or
(b) With partnership property, by any one or more of the partners with the consent of all the partners whose interests are not so charged or sold.

3.  Nothing in this chapter shall be held to deprive a partner of his right, if any, under the exemption laws, as regards his interest in the partnership.  [28:74:1931; 1931 NCL 5028.27]

NEVADA CASES.

Charging order does not constitute assignment of interest in partnership. Motion to set aside sale of debtor partner's interest in partnership pursuant to charging order under NRS 87.280 on ground that sale amounted to involuntary assignment of partner's interest in violation of partnership agreement was properly denied because sale under charging order did not constitute assignment under NRS 87.270 and partnership agreement could not divest court of its powers provided by NRS 87.280. Tupper v. Kroc, 88 Nev. 146, 494 P.2d 1275 (1972)

Proceeds of judicial sale under charging order obtained by limited partner applicable to judgment against general partner without accounting or further description. Where sole limited partner had obtained money judgment against general partner, provisions of NRS 87.280 permitted entry of charging order directing judicial sale of all of general partner's "right, title and interest" in partnership and application of proceeds to satisfaction of judgment, without necessity of prior accounting to determine nature and extent of interest and without further description of interest in order or notice of sale because as matter of law, interest consisted of share of profits and surplus as provided in NRS 87.260. Tupper v. Kroc, 88 Nev. 146, 494 P.2d 1275 (1972)

Court may order any notice it deems reasonable for judicial sale pursuant to charging order. Where charging order entered pursuant to NRS 87.280 directed sheriff to sell interest of debtor partner in partnership on specific date, motion to set aside sale on grounds it was not conducted in strict compliance with NRS 21.130 was properly denied because sale was judicial sale authorized by NRS ch. 87, not sale on execution, and court was free, pursuant to NRS 87.280, to order any notice procedure it deemed reasonable. Tupper v. Kroc, 88 Nev. 146, 494 P.2d 1275 (1972)

Charging order appealable; estoppel to question propriety of order on motion to set aside sale. Where interest of debtor partner in partnership was sold under charging order entered pursuant to NRS 87.280 after due notice and opportunity for hearing, debtor partner was estopped to question propriety of order on subsequent motion to set aside sale because charging order was appealable order under former N.R.C.P. 73 (cf. N.R.A.P. 3A(b) and 4(a)). Tupper v. Kroc, 88 Nev. 146, 494 P.2d 1275 (1972)

Sale of partner's interest under charging order not invalid when partnership in receivership. Fact that partnership was in receivership at time interest of debtor partner in partnership was sold under charging order pursuant to NRS 87.280 did not invalidate sale because under NRS 87.260 interest sold was personal property of debtor partner and not partnership property in custody of receiver. Tupper v. Kroc, 88 Nev. 146, 494 P.2d 1275 (1972)

DISSOLUTION AND WINDING UP

NRS 87.290  Dissolution defined.  The dissolution of a partnership is the change in the relation of the partners caused by any partner ceasing to be associated in the carrying on as distinguished from the winding up of the business.  [29:74:1931; 1931 NCL 5028.28]

NRS 87.300  Partnership not terminated by dissolution.  On dissolution the partnership is not terminated, but continues until the winding up of partnership affairs is completed.  [30:74:1931; 1931 NCL 5028.29]

NRS 87.310  Causes of dissolution.  Dissolution is caused:

1. Without violation of the agreement between the partners:

(a) By the termination of the definite term or particular undertaking specified in the agreement;
(b) By the express will of any partner when no definite term or particular undertaking is specified;
(c) By the express will of all the partners who have not assigned their interests or suffered them to be charged for their separate debts, either before or after the termination of any specified term or particular undertaking; or
(d) By the expulsion of any partner from the business bona fide in accordance with such a power conferred by the agreement between the partners;

2.  In contravention of the agreement between the partners, where the circumstances do not permit a dissolution under any other provision of this section, by the express will of any partner at any time;
3.  By any event which makes it unlawful for the business of the partnership to be carried on or for the members to carry it on in partnership;
4.  By the death of any partner;
5.  By the bankruptcy of any partner or the partnership; or
6.  By decree of court under NRS 87.320.  [31:74:1931; 1931 NCL 5028.30]

FEDERAL AND OTHER CASES.

Partnership dissolved when partner adjudicated bankrupt and not when petition filed under Federal Bankruptcy Act. Where member of partnership who had filed petition for arrangement under Federal Bankruptcy Act was subsequently adjudicated bankrupt, partnership was dissolved pursuant to NRS 87.310 as of date of bankruptcy adjudication and not as of date of filing of petition for arrangement. In re Steen, 399 F. Supp. 494 (1975)

NRS 87.320  Dissolution by decree of court.

1.  On application by or for a partner the court shall decree a dissolution whenever:

(a) A partner has been declared a lunatic in any judicial proceeding or is shown to be of unsound mind;
(b) A partner becomes in any other way incapable of performing his part of the partnership contract;
(c) A partner has been guilty of such conduct as tends to affect prejudicially the carrying on of the business;
(d) A partner willfully or persistently commits a breach of the partnership agreement, or otherwise so conducts himself in matters relating to the partnership business that it is not reasonably practicable to carry on the business in partnership with him;
(e) The business of the partnership can only be carried on at a loss; or
(f) Other circumstances render a dissolution equitable.

2.  On the application of the purchaser of a partner's interest under NRS 87.270 or 87.280:

(a) After the termination of the specified term or particular undertaking; or
(b) At any time if the partnership was a partnership at will when the interest was assigned or when the charging order was issued.

 [32:74:1931; 1931 NCL 5028.31]

NEVADA CASES.

Partners not entitled to return of capital contributions under circumstances where cause of dissolution was misconduct of partner. In action involving dissolution of partnership where primary cause of dissolution was misconduct of one of partners (see subsection 1(d) of NRS 87.320) and there was no allegation of fraud or misrepresentation and no showing of special damages, it was reversible error for district court to award to plaintiffs return of their capital contributions without first requiring proper accounting or settlement of partnership affairs. Under subsection 1 of NRS 87.380, relating to dissolutions caused in ways other than in contravention of partnership agreement, plaintiffs were entitled to value of their respective shares in partnership business, not to return of capital invested. Rasmussen v. Thomas, 98 Nev. 216, 644 P.2d 1030 (1982)

NRS 87.330  General effect of dissolution on authority of partner.  Except so far as may be necessary to wind up partnership affairs or to complete transactions begun but not then finished, dissolution terminates all authority of any partner to act for the partnership:

1.  With respect to the partners:

(a) When the dissolution is not by the act, bankruptcy or death of a partner; or
(b) When the dissolution is by such act, bankruptcy or death of a partner, in cases where NRS 87.340 so requires.

2.  With respect to persons not partners, as declared in NRS 87.350.  [33:74:1931; 1931 NCL 5028.32]

NRS 87.340  Right of partner to contribution from copartners after dissolution.  Where the dissolution is caused by the act, death or bankruptcy of a partner, each partner is liable to his copartners for his share of any liability created by any partner acting for the partnership as if the partnership had not been dissolved unless:

1.  The dissolution being by act of any partner, the partner acting for the partnership had knowledge of the dissolution;
2.  The dissolution being by the death or bankruptcy of a partner, the partner acting for the partnership had knowledge or notice of the death or bankruptcy; or
3.  The liability is one for which he is not liable under subsection 2 of NRS 87.150.  [34:74:1931; 1931 NCL 5028.33](NRS A 1995, 1472)

NRS 87.350  Power of partner to bind partnership to third persons after dissolution.

1.  After dissolution a partner can bind the partnership except as provided in subsection 3:

(a) By any act appropriate for winding up partnership affairs or completing transactions unfinished at dissolution;
(b) By any transaction which would bind the partnership if dissolution had not taken place, provided the other party to the transaction:

(1) Had extended credit to the partnership prior to dissolution and had no knowledge or notice of the dissolution; or
(2) Though he had not so extended credit, had nevertheless known of the partnership prior to dissolution and, having no knowledge or notice of dissolution, the fact of dissolution had not been advertised in a newspaper of general circulation in the place (or in each place if more than one) at which the partnership business was regularly carried on.

2.  The liability of a partner under paragraph (b) of subsection 1 shall be satisfied out of partnership assets alone when such partner had been prior to dissolution:

(a) Unknown as a partner to the person with whom the contract is made; and
(b) So far unknown and inactive in partnership affairs that the business reputation of the partnership could not be said to have been in any degree due to his connection with it.

3.  The partnership is in no case bound by any act of a partner after dissolution:

(a) Where the partnership is dissolved because it is unlawful to carry on the business, unless the act is appropriate for winding up partnership affairs;
(b) Where the partner has become bankrupt; or
(c) Where the partner has no authority to wind up partnership affairs, except by a transaction with one who:

(1) Had extended credit to the partnership prior to dissolution and had no knowledge or notice of his want of authority; or
(2) Had not extended credit to the partnership prior to dissolution, and, having no knowledge or notice of his want of authority, the fact of his want of authority has not been advertised in the manner provided for advertising the fact of dissolution in subparagraph (2) of paragraph (b) of subsection 1.

4.  Nothing in this section shall affect the liability under NRS 87.160 of any person who after dissolution represents himself or consents to another representing him as a partner in a partnership engaged in carrying on business.  [35:74:1931; 1931 NCL 5028.34]

NEVADA CASES.

Former partner not liable to firm rendering services to partnership after firm received actual notice of his withdrawal. In action by accounting firm against individual members of former partnership to recover for services rendered to partnership, former partner who had withdrawn from partnership was not liable for services thereafter rendered to remaining partners when accounting firm had actual notice of his withdrawal, even though notice of dissolution was not published as provided by NRS 87.350. De Met v. Zeman, 87 Nev. 294, 486 P.2d 487 (1971)

FEDERAL AND OTHER CASES.

Limited partner bound after dissolution by extension of time for assessment of wagering tax executed by general partner. Under NRS 87.350, which empowers partner to bind partnership after dissolution by any act appropriate to winding up its affairs, limited partner was bound by extension, executed by general partner after dissolution, of time for assessment of wagering tax by Internal Revenue Service. Adelman v. United States, 304 F. Supp. 599 (C.D. Cal. 1969)

NRS 87.360  Effect of dissolution on partner's existing liability.

1.  The dissolution of the partnership does not of itself discharge the existing liability of any partner.
2.  A partner is discharged from any existing liability upon dissolution of the partnership by an agreement to that effect between himself, the partnership creditor and the person or partnership continuing the business. Such an agreement may be inferred from the course of dealing between the creditor having knowledge of the dissolution and the person or partnership continuing the business.
3.  Where a person agrees to assume the existing obligations of a dissolved partnership, the partners whose obligations have been assumed are discharged from any liability to any creditor of the partnership who, knowing of the agreement, consents to a material alteration in the nature or time of payment of such obligations.
4.  The individual property of a deceased partner is liable for all obligations of the partnership incurred while he was a partner and for which he was liable under NRS 87.150, but is subject to the prior payment of his separate debts.  [36:74:1931; 1931 NCL 5028.35](NRS A 1995, 1472)

NRS 87.370  Right to wind up.  Unless otherwise agreed the partners who have not wrongfully dissolved the partnership, or the legal representative of the last surviving partner, not bankrupt, has the right to wind up the partnership affairs; provided, however, that any partner, his legal representative or his assignee, upon cause shown, may obtain winding up by the court.  [37:74:1931; 1931 NCL 5028.36]

NRS 87.380  Rights of partners to application of property of partnership.

1.  When dissolution is caused in any way, except in contravention of the partnership agreement, each partner as against his copartners and all persons claiming through them in respect of their interests in the partnership, unless otherwise agreed, may have the partnership property applied to discharge its liabilities, and the surplus applied to pay in cash the net amount owing to the respective partners. But if dissolution is caused by expulsion of a partner, bona fide under the partnership agreement and if the expelled partner is discharged from all partnership liabilities, either by payment or agreement under subsection 2 of NRS 87.360, he shall receive in cash only the net amount due him from the partnership.
2.  When dissolution is caused in contravention of the partnership agreement the rights of the partners shall be as follows:

(a) Each partner who has not caused dissolution wrongfully shall have:

(1) All the rights specified in subsection 1 of this section; and
(2) The right, as against each partner who has caused the dissolution wrongfully, to damages for breach of the agreement.

(b) The partners who have not caused the dissolution wrongfully, if they all desire to continue the business in the same name, either by themselves or jointly with others, may do so, during the agreed term for the partnership, and for that purpose may possess the partnership property, provided they secure the payment by bond approved by the court, or pay to any partner who has caused the dissolution wrongfully, the value of his interest in the partnership at the dissolution, less any damages recoverable under subparagraph (2) of paragraph (a) of subsection 2, and in like manner indemnify him against all present or future partnership liabilities.
(c) A partner who has caused the dissolution wrongfully shall have:

(1) If the business is not continued under the provisions of paragraph (b) of subsection 2, all the rights of a partner under subsection 1, subject to subparagraph (2) of paragraph (a) of subsection 2; or
(2) If the business is continued under paragraph (b) of subsection 2, the right as against his copartners and all claiming through them in respect of their interests in the partnership, to have the value of his interest in the partnership, less any damages caused to his copartners by the dissolution, ascertained and paid to him in cash, or the payment secured by bond approved by the court, and to be released from all existing liabilities of the partnership; but in ascertaining the value of the partner's interest the value of the good will of the business shall not be considered.

 [38:74:1931; 1931 NCL 5028.37]

NEVADA CASES.

Assignee of profits and interest in partnership not entitled under circumstances to interest in lease of specific property of partnership. Where plaintiff was not partner, but contract assigning him 20 percent interest in partnership gave him right to 20 percent of profits above amount of partners original investment or 20 percent of such profits upon dissolution, and all assets had been sold to one partner who in turn leased specific property to defendant, in absence of showing by plaintiff that there was winding up and payment of partnership obligations, and that original investment of partners was recovered leaving surplus available for distribution under 1931 NCL 5028.37 (cf. NRS 87.380), he was not entitled to interest in property in hands of defendant. Bynum v. Sands, Inc., 70 Nev. 191, 264 P.2d 846 (1953)

Partners not entitled to return of capital contributions under circumstances where cause of dissolution was misconduct of partner. In action involving dissolution of partnership where primary cause of dissolution was misconduct of one of partners (see subsection 1(d) of NRS 87.320) and there was no allegation of fraud or misrepresentation and no showing of special damages, it was reversible error for district court to award to plaintiffs return of their capital contributions without first requiring proper accounting or settlement of partnership affairs. Under subsection 1 of NRS 87.380, relating to dissolutions caused in ways other than in contravention of partnership agreement, plaintiffs were entitled to value of their respective shares in partnership business, not to return of capital invested. Rasmussen v. Thomas, 98 Nev. 216, 644 P.2d 1030 (1982)

NRS 87.390  Rights where partnership is dissolved for fraud or misrepresentation.  Where a partnership contract is rescinded on the ground of the fraud or misrepresentation of one of the parties thereto, the party entitled to rescind is, without prejudice to any other right, entitled:

1.  To a lien on, or a right of retention of, the surplus of the partnership property after satisfying the partnership liabilities to third persons for any sum of money paid by him for the purchase of an interest in the partnership and for any capital or advances contributed by him;
2.  To stand, after all liabilities to third persons have been satisfied, in the place of the creditors of the partnership for any payments made by him in respect of the partnership liabilities; and
3.  To be indemnified by the person guilty of the fraud or making the representation against all debts and liabilities of the partnership.  [Part 39:74:1931; 1931 NCL 5028.38]

REVISER'S NOTE.

Because of typographical error, sections 39 and 40 of the Uniform Partnership Act were incorporated in section 39 of ch. 74, Stats. 1931. This error resulted in omission of the last 12 words of section 39 of the uniform act and omission of the first 3 words of section 40 of the uniform act. Section 39 of the 1931 act is unintelligible. It was revised to reflect the wording found in sections 39 and 40 of the uniform act, and the revised sections are NRS 87.390 and 87.400.

NRS 87.400  Rules for distribution.  In settling accounts between the partners after dissolution, the following rules must be observed, subject to any agreement to the contrary:

1.  The assets of the partnership are:

(a) The partnership property; and
(b) The contributions of the partners specified in subsection 4.

2.  The liabilities of the partnership rank in order of payment, as follows:

(a) Those owing to creditors other than partners.
(b) Those owing to partners other than for capital and profits.
(c) Those owing to partners in respect of capital.
(d) Those owing to partners in respect of profits.

3.  The assets must be applied in order of their declaration in subsection 1 to the satisfaction of the liabilities.
4.  Except as otherwise provided in subsection 2 of NRS 87.150:

(a) The partners shall contribute, as provided by subsection 1 of NRS 87.180, the amount necessary to satisfy the liabilities; and
(b) If any, but not all, of the partners are insolvent, or, not being subject to process, refuse to contribute, the other partners shall contribute their share of the liabilities, and, in the relative proportions in which they share the profits, the additional amount necessary to pay the liabilities.

5.  An assignee for the benefit of creditors or any person appointed by the court may enforce the contributions specified in subsection 4.
6.  Any partner or his legal representative may enforce the contributions specified in subsection 4, to the extent of the amount which he has paid in excess of his share of the liability.
7.  The individual property of a deceased partner is liable for the contributions specified in subsection 4.
8.  When partnership property and the individual properties of the partners are in possession of a court for distribution, partnership creditors have priority on partnership property and separate creditors on individual property, saving the rights of lien or secured creditors as heretofore.
9.  Where a partner has become bankrupt or his estate is insolvent, the claims against his separate property rank in the following order:

(a) Those owing to separate creditors.
(b) Those owing to partnership creditors.
(c) Those owing to partners by way of contribution.

 [Part 39:74:1931; 1931 NCL 5028.38](NRS A 1995, 1473)

REVISER'S NOTE.

See Reviser's Note to NRS 87.390.

NEVADA CASES.

Other creditors of partnership not barred from recovering from partner who, as creditor, received dividends from receivership. Where partner who was also creditor of partnership received dividends from receivership despite provision of NRS 87.400 that partner is not entitled to share in assets until general creditors are paid, this fact could not be asserted to bar other creditors from afterward recovering from that partner as such. Sterling Builders, Inc. v. Fuhrman, 80 Nev. 543, 396 P.2d 850 (1964)

NRS 87.410  Liability of persons who continue business of partnership in certain cases.

1.  When any new partner is admitted into an existing partnership, or when any partner retires and assigns (or the representative of the deceased partner assigns) his rights in partnership property to two or more of the partners, or to one or more of the partners and one or more third persons, if the business is continued without liquidation of the partnership affairs, creditors of the first or dissolved partnership are also creditors of the partnership so continuing the business.
2.  When all but one partner retire and assign (or the representative of a deceased partner assigns) their rights in partnership property to the remaining partner, who continues the business without liquidation of partnership affairs, either alone or with others, creditors of the dissolved partnership are also creditors of the person or partnership so continuing the business.
3.  When any partner retires or dies and the business of the dissolved partnership is continued as set forth in subsections 1 and 2, with the consent of the retired partners or the representative of the deceased partner, but without any assignment of his right in partnership property, rights of creditors of the dissolved partnership and of the creditors of the person or partnership continuing the business shall be as if such assignment had been made.
4.  When all the partners or their representatives assign their rights in partnership property to one or more third persons who promise to pay the debts and who continue the business of the dissolved partnership, creditors of the dissolved partnership are also creditors of the person or partnership continuing the business.
5.  When any partner wrongfully causes a dissolution and the remaining partners continue the business under the provisions of paragraph (b) of subsection 2 of NRS 87.380, either alone or with others, and without liquidation of the partnership affairs, creditors of the dissolved partnership are also creditors of the person or partnership continuing the business.
6.  When a partner is expelled and the remaining partners continue the business either alone or with others, without liquidation of the partnership affairs, creditors of the dissolved partnership are also creditors of the person or partnership continuing the business.
7.  The liability of a third person becoming a partner in the partnership continuing the business, under this section, to the creditors of the dissolved partnership shall be satisfied out of partnership property only.
8.  When the business of a partnership after dissolution is continued under any conditions set forth in this section the creditors of the dissolved partnership, as against the separate creditors of the retiring or deceased partner or the representative of the deceased partner, have a prior right to any claim of the retired partner or the representative of the deceased partner against the person or partnership continuing the business, on account of the retired or deceased partner's interest in the dissolved partnership or on account of any consideration promised for such interest or for his right in partnership property.
9.  Nothing in this section shall be held to modify any right of creditors to set aside any assignment on the ground of fraud.
10.  The use by the person or partnership continuing the business of the partnership name, or the name of the deceased partner as part thereof, shall not of itself make the individual property of the deceased partner liable for any debts contracted by such person or partnership.  [40:74:1931; 1931 NCL 5028.39]

NRS 87.420  Rights of retiring or estate of deceased partner when business of partnership is continued.  When any partner retires or dies, and the business is continued under any of the conditions set forth in subsections 1, 2, 3, 5 and 6 of NRS 87.410, or paragraph (b) of subsection 2 of NRS 87.380, without any settlement of accounts as between him or his estate and the person or partnership continuing the business, unless otherwise agreed, he or his legal representative as against such persons or partnership may have the value of his interest at the date of dissolution ascertained, and shall receive as an ordinary creditor an amount equal to the value of his interest in the dissolved partnership with interest, or, at his option or at the option of his legal representative, in lieu of interest, the profits attributable to the use of his right in the property of the dissolved partnership; provided that the creditors of the dissolved partnership as against the separate creditors, or the representative of the retired or deceased partner, shall have priority on any claim arising under this section as provided by subsection 8 of NRS 87.410.  [41:74:1931; 1931 NCL 5028.40]

NEVADA CASES.

Deceased partner: What estate receives. Where administrator's sale of deceased partner's interest in partnership (see NRS 87.420) included physical assets of partnership, purported sale was set aside on appeal from order confirming sale because, under NRS 87.250, 87.260, 143.040 and 148.210, only interest in partnership which could be sold was deceased partner's share of partnership profits and surplus, and purchaser could not acquire rights in specific partnership property or right to participate in management. Balaban v. Bank of Nevada, 86 Nev. 862, 477 P.2d 860 (1970), distinguished, Tupper v. Kroc, 88 Nev. 146, at 152, 494 P.2d 1275 (1972)

NRS 87.430  Accrual of actions.  The right to an account of his interest shall accrue to any partner, or his legal representative, as against the winding up partners or the surviving partners or the person or partnership continuing the business, at the date of dissolution, in the absence of any agreement to the contrary.  [42:74:1931; 1931 NCL 5028.41]

REGISTERED LIMITED-LIABILITY PARTNERSHIPS

NRS 87.440  Registration of partnership.

1.  To become a registered limited-liability partnership, a partnership shall file with the secretary of state a certificate of registration stating each of the following:

(a) The name of the partnership.
(b) The street address of its principal office.
(c) The name of the person designated as the partnership's resident agent, the street address of the resident agent where process may be served upon the partnership and the mailing address of the resident agent if it is different than his street address.
(d) The name and business address of each managing partner in this state.
(e) A brief statement of the professional service rendered by the partnership.
(f) That the partnership thereafter will be a registered limited-liability partnership.
(g) Any other information that the partnership wishes to include.

2.  The certificate of registration must be executed by a majority in interest of the partners or by one or more partners authorized to execute such a certificate.
3.  The certificate of registration must be accompanied by a fee of $125.
4.  The secretary of state shall register as a registered limited-liability partnership any partnership that submits a completed certificate of registration with the required fee.
5.  The registration of a registered limited-liability partnership is effective at the time of the filing of the certificate of registration.  (Added to NRS by 1995, 1466)

NRS 87.450  Name of partnership: Distinguishable name required; availability of name of forfeited, terminated or merged partnership.

1.  The name of a registered limited-liability partnership must contain the words "Limited-Liability Partnership" or "Registered Limited-Liability Partnership" or the abbreviation "L.L.P." or "LLP" as the last words or letters of the name and must be distinguishable from the names of all other artificial persons organized or registered under chapter 78, 78A, 80, 81, 82, 84, 86, 87, 88 or 89 of NRS whose names are on file in the office of the secretary of state. If the name of the registered limited-liability partnership on a certificate of registration of limited-liability partnership submitted to the secretary of state is not distinguishable from a name on file, the secretary of state shall return the certificate to the person who signed it unless the written acknowledged consent of the holder of the registered name or reserved name to use the name accompanies the certificate.
2.  For the purposes of this section, a proposed name is not distinguished from a registered or reserved name solely because one or the other contains distinctive lettering, a distinctive mark, a trade-mark or a trade name, or any combination of these.
3.  The name of a registered limited-liability partnership whose right to transact business has been forfeited, whose existence has terminated, which has merged and is not the surviving partnership, or which for any other reason is no longer in good standing in this state is available for use by any other registered limited-liability partnership or other artificial person.  (Added to NRS by 1995, 1468; A 1997, 2815)

NRS 87.455  Name of partnership: Requirements and restrictions on name upon reinstatement.

1.  Except as otherwise provided in subsection 2, if a registered limited-liability partnership applies to reinstate its right to transact business but its name has been legally acquired by another registered limited-liability partnership or any other artificial person organized or registered under chapter 78, 78A, 80, 81, 82, 84, 86, 87, 88 or 89 of NRS whose name is on file and in good standing with the secretary of state, the applying registered limited-liability partnership shall submit in writing to the secretary of state some other name under which it desires its right to transact business to be reinstated. If that name is distinguishable from all other names reserved or otherwise on file and in good standing, the secretary of state shall issue to the applying registered limited-liability partnership a certificate of reinstatement under that new name.
2.  If the applying registered limited-liability partnership submits the written acknowledged consent of the artificial person having the name, or the person who has reserved the name, that is not distinguishable from the old name of the applying registered limited-liability partnership or a new name it has submitted, it may be reinstated under that name.
3.  For the purposes of this section, a proposed name is not distinguished from a name used or reserved solely because one or the other contains distinctive lettering, a distinctive mark, a trade-mark or a trade name, or any combination thereof.  (Added to NRS by 1997, 2815)

NRS 87.460  Amendment of certificate of registration.

1.  A certificate of registration of a registered limited-liability partnership may be amended by filing with the secretary of state a certificate of amendment. The certificate of amendment must set forth:

(a) The name of the registered limited-liability partnership;
(b) The dates on which the registered limited-liability partnership filed its original certificate of registration and any other certificates of amendment; and
(c) The change to the information contained in the original certificate of registration or any other certificates of amendment.

2.  The certificate of amendment must be:

(a) Signed by a managing partner of the registered limited-liability partnership; and
(b) Accompanied by a fee of $75.

 (Added to NRS by 1995, 1470)

NRS 87.470  Termination of registration.  The registration of a registered limited-liability partnership is effective until:

1.  Its certificate of registration is revoked pursuant to NRS 87.520; or
2.  The registered limited-liability partnership files with the secretary of state a written notice of withdrawal executed by a managing partner. The notice must be accompanied by a fee of $30.  (Added to NRS by 1995, 1467)

NRS 87.480  Resident agent and principal office: Requirements; change of address.

1.  Except during the period described in subsection 3, a registered limited-liability partnership must have a resident agent who resides or is located in this state. A resident agent must have a street address for the service of process that is the principal office of the registered limited-liability company in this state, and may have a separate mailing address that is different from his street address.
2.  A resident agent for a registered limited-liability partnership shall file a certificate of acceptance with the secretary of state.
3.  A resident agent shall, within 30 days after changing the location of his office from one address to another address in this state, file a certificate with the secretary of state that sets forth the names of the registered limited-liability partnerships represented by the agent and the new address of his office.  (Added to NRS by 1995, 1467)

NRS 87.490  Change of resident agent or location of principal office.

1.  If a registered limited-liability partnership wishes to change the location of its principal office in this state or its resident agent, it shall first file with the secretary of state a certificate of change that sets forth:

(a) The name of the registered limited-liability partnership;
(b) The street address of its principal office;
(c) If the location of its principal office will be changed, the street address of its new principal office;
(d) The name of its resident agent; and
(e) If its resident agent will be changed, the name of its new resident agent.

The certificate of acceptance of its new resident agent must accompany the certificate of change.


2.  A certificate of change filed pursuant to this section must be:

(a) Signed by a managing partner of the registered limited-liability partnership;
(b) Acknowledged by a person competent to take an acknowledgment of deeds in this state; and
(c) Accompanied by a fee of $15.

 (Added to NRS by 1995, 1469)

NRS 87.500  Resident agent: Resignation; designation of successor after death, resignation or removal from state.

1.  A resident agent of a registered limited-liability partnership who wishes to resign shall file with the secretary of state a signed statement that he is unwilling to continue to act as the resident agent of the registered limited-liability partnership for service of process. The execution of the statement must be acknowledged by a person competent to take an acknowledgment of deeds in this state. A resignation is not effective until the signed statement is filed with the secretary of state.
2.  The statement of resignation may contain an acknowledged statement by the affected registered limited-liability partnership appointing a successor resident agent. A certificate of acceptance signed by the new agent, stating the full name, complete street address and, if different from the street address, the mailing address of the new agent, must accompany the statement appointing the new resident agent.
3.  Upon the filing of the statement with the secretary of state, the capacity of the person as resident agent terminates. If the statement of resignation contains no statement by the registered limited-liability partnership appointing a successor resident agent, the resigning agent shall immediately give written notice, by certified mail, to the registered limited-liability partnership of the filing of the statement and its effect. The notice must be addressed to a managing partner in this state.
4.  If a resident agent dies, resigns or removes himself from the state, the registered limited-liability partnership shall, within 30 days thereafter, file with the secretary of state a certificate of acceptance, executed by the new resident agent. The certificate must set forth the full name, complete street address and, if different from the street address, the mailing address of the newly designated resident agent. If a registered limited-liability partnership fails to file a certificate of acceptance within the period required by this subsection, it is in default and is subject to the provisions of NRS 87.520.  (Added to NRS by 1995, 1467)

NRS 87.510  Annual filing of list of managing partners; fee; notice.

1.  A registered limited-liability partnership shall annually, on or before the last day of the month in which the anniversary date of the filing of its certificate of registration of limited partnership or certificate of continuance with the secretary of state occurs, file with the secretary of state, on a form furnished by him, a list containing:

(a) The name of the registered limited-liability partnership;
(b) The file number of the registered limited-liability partnership, if known;
(c) The names of all of its managing partners;
(d) The mailing or street address, either residence or business, of each managing partner; and
(e) The signature of a managing partner of the registered limited-liability partnership certifying that the list is true, complete and accurate.

2.  If the registered limited-liability partnership has had no changes in its managing partners since its previous list was filed, no annual list need be filed if a managing partner certifies to the secretary of state as a true and accurate statement that no changes in the managing partners have occurred.
3.  Upon filing the list of managing partners, or certifying that no changes have occurred, the registered limited-liability partnership shall pay to the secretary of state a fee of $85.
4.  The secretary of state shall, at least 60 days before the last day for filing the annual list required by subsection 1, cause to be mailed to the registered limited-liability partnership a notice of the fee due pursuant to subsection 3 and a reminder to file the annual list of managing partners or a certification of no change. The failure of any registered limited-liability partnership to receive a notice or form does not excuse it from complying with the provisions of this section.
5.  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.
6.  An annual list that is filed by a registered limited-liability partnership which is not in default more than 60 days before it is due shall be deemed an amended list for the previous year.  (Added to NRS by 1995, 1467; A 1997, 2816)

NRS 87.520  Defaulting partnerships: Identification; penalty; duties of secretary of state; revocation of registration.

1.  A registered limited-liability partnership that fails to comply with the provisions of NRS 87.510 is in default.
2.  Any registered limited-liability partnership that is in default pursuant to subsection 1 must, in addition to the fee required to be paid pursuant to NRS 87.510, pay a penalty of $15.
3.  On or before the 15th day of the third month after the month in which the fee required to be paid pursuant to NRS 87.510 is due, the secretary of state shall notify, by certified mail, the resident agent of any registered limited-liability partnership that is in default. The notice must include the amount of any payment that is due from the registered limited-liability partnership.
4.  If a registered limited-liability partnership fails to pay the amount that is due, the certificate of registration of the registered limited-liability partnership shall be deemed revoked on the first day of the ninth month after the month in which the fee required to be paid pursuant to NRS 87.510 was due. The secretary of state shall notify a registered limited-liability partnership, by certified mail, addressed to its resident agent or, if the registered limited-liability partnership does not have a resident agent, to a managing partner, that its certificate of registration is revoked and the amount of any fees and penalties that are due.  (Added to NRS by 1995, 1469)

NRS 87.530  Defaulting partnerships: Procedure and conditions for reinstatement.

1.  Except as otherwise provided in subsection 3, the secretary of state shall reinstate the certificate of registration of a registered limited-liability partnership that is revoked pursuant to NRS 87.520 if the registered limited-liability partnership:

(a) Files with the secretary of state the information required by NRS 87.510; and
(b) Pays to the secretary of state:

(1) The fee required to be paid by that section;
(2) Any penalty required to be paid pursuant to NRS 87.520; and
(3) A reinstatement fee of $50.

2.  Upon reinstatement of a certificate of registration pursuant to this section, the secretary of state shall:

(a) Deliver to the registered limited-liability partnership a certificate of reinstatement authorizing it to transact business retroactively from the date the fee required by NRS 87.510 was due; and
(b) Upon request, issue to the registered limited-liability partnership one or more certified copies of the certificate of reinstatement.

3.  The secretary of state shall not reinstate the certificate of registration of a registered limited-liability partnership if the certificate was revoked pursuant to NRS 87.520 at least 5 years before the date of the proposed reinstatement.  (Added to NRS by 1995, 1469)

NRS 87.540  Status of partnership and liability of partners not affected by errors in certain filed information.  The status of a partnership as a registered limited-liability 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 1995, 1467)

NRS 87.545  Secretary of state: Procedure to submit replacement page before filing of document.  A managing partner of a registered limited-liability partnership may authorize the secretary of state in writing to replace any page of a document submitted for filing on an expedited basis, before the actual filing, and to accept the page as if it were part of the originally signed filing. The signed authorization of the managing partner to the secretary of state permits, but does not require, the secretary of state to alter the original document as requested.  (Added to NRS by 1997, 2815)

NRS 87.550  Secretary of state: Fees.  In addition to any other fees required by NRS 87.440 to 87.540, inclusive, and 87.560, the secretary of state shall charge and collect the following fees for services rendered pursuant to those sections:

1.  For certifying documents required by NRS 87.440 to 87.540, inclusive, and 87.560, $10.
2.  For executing a certificate verifying the existence of a registered limited-liability partnership, if the registered limited-liability partnership has not filed a certificate of amendment, $15.
3.  For executing a certificate verifying the existence of a registered limited-liability partnership, if the registered limited-liability partnership has filed a certificate of amendment, $20.
4.  For executing, certifying or filing any certificate or document not required by NRS 87.440 to 87.540, inclusive, and 87.560, $20.
5.  For any copies made by the office of the secretary of state, $1 per page.
6.  For examining and provisionally approving any document before the document is presented for filing, $100.  (Added to NRS by 1995, 1470)

MISCELLANEOUS PROVISIONS

NRS 87.560  Operation of domestic partnership in another jurisdiction; registration of foreign registered limited-liability partnership.

1.  To the extent permitted by the law of that jurisdiction:

(a) A partnership, including a registered limited-liability 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.
(b) The internal affairs of a partnership, including a registered limited-liability 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 law of this state.

2.  Subject to any statutes for the regulation and control of specific types of business, a registered limited-liability partnership, formed and existing under the law of another jurisdiction, may do business in this state if it first registers with the secretary of state pursuant to the provisions of NRS 87.440 to 87.550, inclusive.
3.  The name of a partnership that is registered as a limited-liability partner-ship in another jurisdiction and doing business in this state must contain the words "Limited-Liability Partnership" or "Registered Limited-Liability Partnership" or the abbreviations "L.L.P." or "LLP," or such other words or abbreviations as may be required or authorized by the law of the other jurisdiction, as the last words or letters of the name.  (Added to NRS by 1995, 1468)

-----
Brought to you by - The 'Lectric Law Library
The Net's Finest Legal Resource For Legal Pros & Laypeople Alike.
http://www.lectlaw.com

Google+


Additional Info

Follow Us!



Our Most Popular Article:
Power of Attorney
Our Most Popular Page:
Free Legal Forms
Our Newest Article: Personal Finance Guide


privacy policy