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NEVADA REVISED STATUTES ("NRS")
CHAPTER 88
LIMITED PARTNERSHIPS (UNIFORM ACT)

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

CHAPTER 88
LIMITED PARTNERSHIPS (UNIFORM ACT)

GENERAL PROVISIONS

NRS 88.010  Name of chapter.
NRS 88.315  Definitions.
NRS 88.320  Name of partnership: Requirements and restrictions; availability of name of forfeited, terminated or merged partnership.
NRS 88.325  Name of partnership: Requirements for reservation; right to exclusive use of reserved name may be transferred.
NRS 88.327  Name of partnership: Requirements and restrictions on name upon reinstatement.
NRS 88.330  Office and resident agent: Maintenance; filing requirements.
NRS 88.331  Change of resident agent or location of registered office.
NRS 88.332  Resident agent: Resignation; designation of successor after death, resignation or removal from state.
NRS 88.335  Records required to be kept at office; inspection.
NRS 88.337  Secretary of state: Procedure to submit replacement page before filing of document.
NRS 88.338  Secretary of state: Filing of documents written in language other than English.
NRS 88.340  Secretary of state: Microfilming and return of filed documents.
NRS 88.342  Business which may be carried on.
NRS 88.345  Right of partner to transact other business with partnership.

FORMATION; CERTIFICATES OF LIMITED PARTNERSHIP; FILING REQUIREMENTS; FEES

NRS 88.350  Certificate of limited partnership: Contents; filing.
NRS 88.355  Certificate of limited partnership: Amendment; restated certificate.
NRS 88.360  Certificate of limited partnership: Cancellation.
NRS 88.365  Certificate of limited partnership: Execution by order of court.
NRS 88.370  Certificate of limited partnership: Filing with secretary of state is notice of partnership.
NRS 88.375  Requirements for execution of certificates.
NRS 88.380  Filing of copies of certain certificates and judicial decrees with secretary of state; effect of filing.
NRS 88.385  Liability for false statements in certificates.
NRS 88.390  Delivery of certificates to limited partners.
NRS 88.395  Annual list of general partners; fee; notice.
NRS 88.400  Certificate of authority to transact business; penalty and forfeiture for defaulting partnership.
NRS 88.405  Defaulting partnerships: Duties of secretary of state; revocation of certificate; assets held in trust.
NRS 88.410  Defaulting partnerships: Procedures and conditions for reinstatement; fee; limitations on reinstatement.
NRS 88.415  Secretary of state: Fees.

LIMITED PARTNERS

NRS 88.420  When person becomes limited partner; admission of additional limited partners.
NRS 88.425  Voting rights.
NRS 88.430  Liability to other persons; exceptions.
NRS 88.435  Liability of person erroneously believing himself limited partner.
NRS 88.440  Right of limited partner to records and information of partnership.

GENERAL PARTNERS

NRS 88.445  Admission of additional general partners.
NRS 88.450  Events of withdrawal.
NRS 88.455  Rights, powers and liabilities.
NRS 88.460  Contributions to partnership by general partner.
NRS 88.465  Voting rights.

FINANCES

NRS 88.470  Form of partner's contribution.
NRS 88.475  Liability of partner for contributions to partnership.
NRS 88.480  Sharing of profits and losses among partners.
NRS 88.485  Distribution of assets among partners.

DISTRIBUTIONS AND WITHDRAWAL

NRS 88.490  Right of partner to receive distributions before withdrawal from or dissolution of partnership.
NRS 88.495  Withdrawal of general partner.
NRS 88.500  Withdrawal of limited partner.
NRS 88.505  Distribution upon withdrawal.
NRS 88.510  Distribution in kind.
NRS 88.515  Rights upon distribution.
NRS 88.520  Limitations on distribution.
NRS 88.525  Liability upon return of contribution.

INTERESTS IN PARTNERSHIPS

NRS 88.528  Nature of interest in partnership.
NRS 88.530  Assignments.
NRS 88.535  Rights of creditors.
NRS 88.540  Right of assignee to become limited partner; liability.
NRS 88.545  Rights of estate of deceased or incompetent partner.

DISSOLUTION

NRS 88.550  Events causing dissolution.
NRS 88.555  Dissolution by decree of district court.
NRS 88.560  Winding up.
NRS 88.565  Distribution of assets.

FOREIGN LIMITED PARTNERSHIPS

NRS 88.570  Law governing organization, internal affairs and liability of limited partners.
NRS 88.575  Application for registration: Requirements; contents.
NRS 88.580  Issuance of certificate of registration by secretary of state.
NRS 88.585  Registration of name.
NRS 88.590  Amendments to application for registration.
NRS 88.595  Cancellation of registration.
NRS 88.600  Transaction of business without certificate of registration: Liability; appointment of secretary of state as agent for service of process.
NRS 88.605  Action by attorney general to restrain transaction of business.

DERIVATIVE ACTIONS

NRS 88.610  Rights of limited partner.
NRS 88.615  Qualifications of plaintiff for bringing action.
NRS 88.620  Pleading.
NRS 88.625  Expenses.

MISCELLANEOUS PROVISIONS

NRS 88.630  Legislative intent.
NRS 88.635  Applicability of chapter 87 of NRS.
NRS 88.640  Provisions for existing partnerships.
NRS 88.645  Act repealed.

CHAPTER 88

LIMITED PARTNERSHIPS (UNIFORM ACT)

CROSS REFERENCES

Abandoned or unclaimed property, NRS ch. 120A
Corporations may enter into limited 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 unlawful, NRS 207.170-207.177
Fictitious name, exemption from filing requirement, NRS 602.080
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
Merger or exchange of interest, NRS ch. 92A
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
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, loan of trust funds to partners prohibited, NRS 163.030
Unemployment compensation, NRS 612.060

GENERAL PROVISIONS

NRS 88.010  Name of chapter.  This chapter may be cited as the Uniform Limited Partnership Act.  [27:73:1931; 1931 NCL 5029.26]

NRS 88.315  Definitions.  As used in this chapter, unless the context otherwise requires:

1.  "Certificate of limited partnership" means the certificate referred to in NRS 88.350, and the certificate as amended or restated.
2.  "Contribution" means any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in his capacity as a partner.
3.  "Event of withdrawal of a general partner" means an event that causes a person to cease to be a general partner as provided in NRS 88.450.
4.  "Foreign limited partnership" means a partnership formed under the laws of any state other than this state and having as partners one or more general partners and one or more limited partners.
5.  "General partner" means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner.
6.  "Limited partner" means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement.
7.  "Limited partnership" and "domestic limited partnership" mean a partnership formed by two or more persons under the laws of this state and having one or more general partners and one or more limited partners.
8.  "Partner" means a limited or general partner.
9.  "Partnership agreement" means any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business.
10.  "Partnership interest" means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets.
11.  "Registered office" means the office maintained at the street address of the resident agent.
12.  "Resident agent" means the agent appointed by the limited partnership upon whom process or a notice or demand authorized by law to be served upon the limited partnership may be served.
13.  "State" means a state, territory or possession of the United States, the District of Columbia or the Commonwealth of Puerto Rico.  (Added to NRS by 1985, 1279; A 1987, 65; 1995, 2114; 1997, 724)

NRS 88.320  Name of partnership: Requirements and restrictions; availability of name of forfeited, terminated or merged partnership.

1.  The name of a limited partnership as set forth in its certificate of limited partnership:

(a) Must contain without abbreviation the words "limited partnership";
(b) May not contain the name of a limited partner unless:

(1) It is also the name of a general partner or the corporate name of a corporate general partner; or
(2) The business of the limited partnership had been carried on under that name before the admission of that limited partner; and
(c) Must be distinguishable 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 on the certificate of limited partnership submitted to the secretary of state is not distinguishable from any name on file, the secretary of state shall return the certificate to the filer, unless the written acknowledged consent to the use of the same or the requested similar name of the holder of the registered or reserved name accompanies the certificate of limited partnership.

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 thereof.
3.  The name of a limited partnership whose right to transact business has been forfeited, whose existence has terminated, which has merged and is not the surviving limited partnership, or which for any other reason is no longer in good standing in this state is available for use by any other limited partnership or other artificial person.  (Added to NRS by 1985, 1280; A 1987, 66, 1061; 1993, 1018; 1997, 2817)

NRS 88.325  Name of partnership: Requirements for reservation; right to exclusive use of reserved name may be transferred.

1.  The exclusive right to the use of a name may be reserved by:

(a) Any person intending to organize a limited partnership under this chapter and to adopt that name;
(b) Any domestic limited partnership or any foreign limited partnership registered in this state which, in either case, intends to adopt that name;
(c) Any foreign limited partnership intending to register in this state and adopt that name; and
(d) Any person intending to organize a foreign limited partnership and intending to have it registered in this state and adopt that name.

2.  The reservation must be made by filing with the secretary of state an application, executed by the applicant, to reserve a specified name. If the secretary of state finds that the name is available for use by a domestic or foreign limited partnership, he shall reserve the name for the exclusive use of the applicant for a period of 90 days. The right to the exclusive use of a reserved name may be transferred to any other person by filing in the office of the secretary of state a notice of the transfer, executed by the applicant for whom the name was reserved and specifying the name and address of the transferee.  (Added to NRS by 1985, 1280; A 1987, 1062)

NRS 88.327  Name of partnership: Requirements and restrictions on name upon reinstatement.

1.  Except as otherwise provided in subsection 2, if a limited partnership applies to reinstate its right to transact business but its name has been legally acquired by another limited 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 limited partnership shall submit in writing to the secretary of state some other name under which it desires its right to be reinstated. If that name is distinguishable from all other names reserved or otherwise on file and in good standing, the secretary of state shall issue to the applying limited partnership a certificate of reinstatement under that new name.
2.  If the applying limited partnership submits the written acknowledged consent of the limited partnership or other artificial person having the name, or the person who has reserved the name, that is not distinguishable from the old name of the applying limited partnership or a new name it has submitted, it may be reinstated under that name.
3.  For the purposes of this section, a proposed name is not 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, 2817)

NRS 88.330  Office and resident agent: Maintenance; filing requirements.

1.  Each limited partnership shall continuously maintain in this state:

(a) An office, which may but need not be a place of its business in this state, at which must be kept the records required by NRS 88.335 to be maintained; and
(b) A resident agent.

2.  Every resident agent shall file a certificate in the office of the secretary of state, setting forth his street address where process may be served upon the limited partnership and his mailing address if different from the street address.
3.  Within 30 days after changing the location of his office from one address to another in this state, a resident agent shall file a certificate with the secretary of state setting forth the names of the limited partnerships represented by the agent, the address at which he has maintained the office for each of the limited partnerships, and the new address to which the office is transferred.
4.  Within 30 days after changing the location of the office which contains records for a limited partnership, a general partner of the limited partnership shall file a certificate of a change in address with the secretary of state which sets forth the name of the limited partnership, the previous address of the office which contains records and the new address of the office which contains records.  (Added to NRS by 1985, 1281; A 1987, 66; 1993, 1018; 1995, 1132, 2115)

NRS 88.331  Change of resident agent or location of registered office.  If a limited partnership created pursuant to this chapter desires to change the location within this state of its registered office, or change its resident agent, or both, the change may be effected by filing with the secretary of state a certificate that sets forth:

1.  The name of the limited partnership;
2.  That the change authorized by this section is effective upon the filing of the certificate of change;
3.  The street address of its present registered office;
4.  If the present registered office is to be changed, the street address of the new registered office;
5.  The name of its present resident agent; and
6.  If the present resident agent is to be changed, the name of the new resident agent. The new resident agent's certificate of acceptance must be a part of or attached to the certificate of change. The certificate of change must be signed by a general partner of the limited partnership.  (Added to NRS by 1995, 1132; A 1997, 725)

NRS 88.332  Resident agent: Resignation; designation of successor after death, resignation or removal from state.

1.  Any person who has been designated by a limited partnership as its resident agent and who thereafter desires 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 limited partnership. The execution of the statement must be acknowledged. A resignation is not effective until the signed statement is filed with the secretary of state. The statement of resignation may contain an acknowledged statement by the affected limited partnership appointing a successor resident agent for the limited partnership. A certificate of acceptance executed by the new agent, stating the full name, complete street address and, if different from the street address, mailing address of the new agent, must accompany the statement appointing the new agent.
2.  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 does not contain a statement by the limited partnership appointing a successor resident agent, the resigning agent shall immediately give written notice, by mail, to the limited partnership of the filing of the statement and the effect thereof. The notice must be addressed to a general partner of the partnership other than the resident agent.
3.  If a designated resident agent dies, resigns or removes from the state, the limited partnership, within 30 days thereafter, shall 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, mailing address of the newly designated resident agent.
4.  Each limited partnership which fails to file a certificate of acceptance executed by the new resident agent within 30 days after the death, resignation or removal of its resident agent as provided in subsection 3 shall be deemed in default and is subject to the provisions of NRS 88.400 and 88.405.  (Added to NRS by 1987, 77; A 1993, 1019; 1995, 1133)

NRS 88.335  Records required to be kept at office; inspection.

1.  A limited partnership shall keep at the office referred to in paragraph (a) of subsection 1 of NRS 88.330 the following:

(a) A current list of the full name and last known business address of each partner separately identifying the general partners in alphabetical order and the limited partners in alphabetical order;
(b) A copy of the certificate of limited partnership and all certificates of amendment thereto, together with executed copies of any powers of attorney pursuant to which any certificate has been executed;
(c) Copies of the limited partnership's federal, state, and local income tax returns and reports, if any, for the 3 most recent years;
(d) Copies of any then effective written partnership agreements and of any financial statements of the limited partnership for the 3 most recent years; and
(e) Unless contained in a written partnership agreement, a writing setting out:

(1) The amount of cash and a description and statement of the agreed value of the other property or services contributed by each partner and which each partner has agreed to contribute;
(2) The times at which or events on the happening of which any additional contributions agreed to be made by each partner are to be made;
(3) Any right of a partner to receive, or of a general partner to make, distributions to a partner which include a return of all or any part of the partner's contribution; and
(4) Any events upon the happening of which the limited partnership is to be dissolved and its affairs wound up.

2.  Records kept pursuant to this section are subject to inspection and copying at the reasonable request, and at the expense, of any partner during ordinary business hours.  (Added to NRS by 1985, 1281; A 1987, 67; 1997, 725)

NRS 88.337  Secretary of state: Procedure to submit replacement page before filing of document.  A general partner of a limited 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 general 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, 2817)

NRS 88.338  Secretary of state: Filing of documents written in language other than English.  No document which is written in a language other than English may be filed or submitted for filing in the office of the secretary of state pursuant to the provisions of this chapter unless it is accompanied by a verified translation of that document into the English language.  (Added to NRS by 1995, 1132)

NRS 88.340  Secretary of state: Microfilming and return of filed documents.  The secretary of state may microfilm any document which is filed in his office by or relating to a limited partnership pursuant to this chapter and may return the original document to the filer.  (Added to NRS by 1985, 1294)

NRS 88.342  Business which may be carried on.  A limited partnership may carry on any business that a partnership without limited partners may carry on except banking or insurance.  (Added to NRS by 1987, 78)

NRS 88.345  Right of partner to transact other business with partnership.  Except as provided in the partnership agreement, a partner may lend money to and transact other business with the limited partnership and, subject to other applicable law, has the same rights and obligations with respect thereto as a person who is not a partner.  (Added to NRS by 1985, 1281)

FORMATION; CERTIFICATES OF LIMITED PARTNERSHIP; FILING REQUIREMENTS; FEES

NRS 88.350  Certificate of limited partnership: Contents; filing.

1.  In order to form a limited partnership, a certificate of limited partnership must be executed and filed in the office of the secretary of state. The certificate must set forth:

(a) The name of the limited partnership;
(b)  The address of the office which contains records and the name and address of the resident agent required to be maintained by NRS 88.330;
(c) The name and the business address of each general partner;
(d) The latest date upon which the limited partnership is to dissolve; and
(e) Any other matters the general partners determine to include therein.

2.  A certificate of acceptance of appointment of a resident agent, executed by the agent, must be filed with the certificate of limited partnership.
3.  A limited partnership is formed at the time of the filing of the certificate of limited partnership and the certificate of acceptance in the office of the secretary of state or at any later time specified in the certificate of limited partnership if, in either case, there has been substantial compliance with the requirements of this section.  (Added to NRS by 1985, 1281; A 1987, 3, 67; 1993, 1020; 1995, 1133, 2115)

NEVADA CASES.

Substantial compliance with former statute was sufficient for formation of limited partnership. Where respondents executed certificate of limited partnership and purchased motel in April, but failed to file certificate with county recorder as required by former NRS 88.030 (cf. NRS 88.350) until December, order of partial summary judgment dismissing limited partners from action was affirmed on appeal because they had substantially complied with requirements of statute and had filed certificate within reasonable time, which was sufficient for formation of limited partnership. Fabry Partnership v. Christensen, 106 Nev. 422, 794 P.2d 719 (1990)

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 the 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)

Letter to union indicating existence of limited partnership not sufficient indicia of establishment of limited partnership. Employee pension plan trustees brought action against employer to recover trust fund contributions allegedly owed pursuant to collective bargaining agreement. Court held that employer was not limited partnership for purpose of exempting employees with alleged ownership interest from trust fund contribution requirements. Former NRS 88.030 (cf. NRS 88.350) provided that limited partnership existed if there was substantial compliance in good faith with requirements that parties desiring to form limited partnership sign and acknowledge certificate stating required information and file certificate for record in appropriate county recorder's office. In absence of copy of alleged limited partnership agreement, letter to union indicating existence of limited partnership cannot be deemed sufficient indicia of establishment of limited partnership. Operating Engineers Pension Trust v. O'Dell, 682 F. Supp. 1506 (D. Nev. 1988)

NRS 88.355  Certificate of limited partnership: Amendment; restated certificate.

1.  A certificate of limited partnership is amended by filing a certificate of amendment thereto in the office of the secretary of state. The certificate must set forth:

(a) The name of the limited partnership;
(b) The date of filing of the certificate of limited partnership; and
(c) The amendment.

2.  Within 30 days after the happening of any of the following events an amendment to a certificate of limited partnership reflecting the occurrence of the event or events must be filed:

(a) The admission of a new general partner;
(b) The withdrawal of a general partner; or
(c) The continuation of the business under NRS 88.550 after an event of withdrawal of a general partner.

3.  A general partner who becomes aware that any statement in a certificate of limited partnership was false when made or that any arrangements or other facts described, except the address of its office or the name or address of its resident agent, have changed, making the certificate inaccurate in any respect, shall promptly amend the certificate.
4.  A certificate of limited partnership may be amended at any time for any other proper purpose the general partners determine.
5.  No person has any liability because an amendment to a certificate of limited partnership has not been filed to reflect the occurrence of any event referred to in subsection 2 if the amendment is filed within the 30-day period specified in subsection 2.
6.  A restated certificate of limited partnership may be executed and filed in the same manner as a certificate of amendment.  (Added to NRS by 1985, 1282; A 1987, 4, 68; 1995, 2115)

NRS 88.360  Certificate of limited partnership: Cancellation.  A certificate of limited partnership must be canceled upon the dissolution and the commencement of winding up of the partnership or at any other time there are no limited partners. A certificate of cancellation must be filed in the office of the secretary of state and set forth:

1.  The name of the limited partnership;
2.  The date of filing of its certificate of limited partnership;
3.  The reason for filing the certificate of cancellation;
4.  The effective date, which must be a date certain, of cancellation if it is not to be effective upon the filing of the certificate; and
5.  Any other information the general partners filing the certificate determine.  (Added to NRS by 1985, 1283)

NRS 88.365  Certificate of limited partnership: Execution by order of court.  If a person required by NRS 88.375 to execute a certificate fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the district court to direct the execution of the certificate. If the court finds that it is proper for the certificate to be executed and that any person so designated has failed or refused to execute the certificate, it shall order the secretary of state to record an appropriate certificate.  (Added to NRS by 1985, 1283; A 1987, 69)

NRS 88.370  Certificate of limited partnership: Filing with secretary of state is notice of partnership.  The fact that a certificate of limited partnership is on file in the office of the secretary of state is notice that the partnership is a limited partnership and that a person designated as a general partner is a general partner, but it is not notice of any other fact.  (Added to NRS by 1985, 1284; A 1987, 69)

NRS 88.375  Requirements for execution of certificates.

1.  Each certificate required by NRS 88.350 to 88.390, inclusive, to be filed in the office of the secretary of state must be executed in the following manner:

(a) An original certificate of limited partnership must be signed by all general partners;
(b) A certificate of amendment must be signed by at least one general partner and by each other general partner designated in the certificate as a new general partner; and
(c) A certificate of cancellation must be signed by all general partners.

2.  Any person may sign a certificate by an attorney in fact, but a power of attorney to sign a certificate relating to the admission of a general partner must specifically describe the admission.
3.  The execution of a certificate by a general partner constitutes an affirmation under the penalties of perjury that the facts stated therein are true.  (Added to NRS by 1985, 1283; A 1987, 4, 69)

NRS 88.380  Filing of copies of certain certificates and judicial decrees with secretary of state; effect of filing.

1.  A signed copy of the certificate of limited partnership and of any certificates of amendment or cancellation or of any judicial decree of amendment or cancellation must be delivered to the secretary of state. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of his authority as a prerequisite to filing. Unless the secretary of state finds that any certificate does not conform to law, upon receipt of all filing fees required by law he shall file the certificate.
2.  Upon the filing of a certificate of amendment or judicial decree of amendment in the office of the secretary of state, the certificate of limited partnership is amended as set forth therein, and upon the effective date of a certificate of cancellation or a judicial decree thereof, the certificate of limited partnership is canceled.  (Added to NRS by 1985, 1283; A 1995, 1134)

NRS 88.385  Liability for false statements in certificates.  If any certificate of limited partnership or certificate of amendment or cancellation contains a false statement, one who suffers loss by reliance on the statement may recover damages for the loss from:

1.  Any person who executes the certificate, or causes another to execute it on his behalf, and knew, and any general partner who knew or should have known, the statement to be false at the time the certificate was executed; and
2.  Any general partner who thereafter knows or should have known that any arrangement or other fact described in the certificate has changed, making the statement inaccurate in any respect within a sufficient time before the statement was relied upon reasonably to have enabled that general partner to cancel or amend the certificate, or to file a petition for its cancellation or amendment under NRS 88.365.  (Added to NRS by 1985, 1284)

NRS 88.390  Delivery of certificates to limited partners.  Upon the return by the secretary of state pursuant to NRS 88.380 of a certificate marked "Filed," the general partners shall promptly deliver or mail a copy of the certificate of limited partnership and each certificate of amendment or cancellation to each limited partner unless the partnership agreement provides otherwise.  (Added to NRS by 1985, 1284)

NRS 88.395  Annual list of general partners; fee; notice.

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

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

2.  If the limited partnership has had no changes in its general partners since its previous list was filed, no amended list need be filed if a general partner certifies to the secretary of state as a true and accurate statement that no changes in the general partners have occurred.
3.  Upon filing the list of general partners, or certifying that no changes have occurred, the limited partnership shall pay to the secretary of state a fee of $85.
4.  The secretary of state shall, 60 days before the last day for filing the list required by subsection 1, cause to be mailed to each limited partnership required to comply with the provisions of this section which has not become delinquent a notice of the fee due pursuant to the provisions of subsection 3 and a reminder to file the annual list or a certificate of no change. Failure of any limited partnership to receive a notice or form does not excuse it from the penalty imposed by NRS 88.400.
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 for a limited partnership not in default that is received by the secretary of state more than 60 days before its due date shall be deemed an amended list for the previous year.  (Added to NRS by 1985, 1294; A 1987, 70; 1995, 1134; 1997, 2818)

NRS 88.400  Certificate of authority to transact business; penalty and forfeiture for defaulting partnership.

1.  When the annual fee for filing the list has been paid, the canceled check received by the limited partnership constitutes a certificate authorizing it to transact its business within this state until the anniversary date of the filing of its certificate of limited partnership in the next succeeding calendar year. If the limited partnership desires a formal certificate upon its payment of the annual fee, its payment must be accompanied by a self-addressed, stamped envelope.
2.  Each limited partnership which refuses or neglects to file the list and pay the fee within the time provided is in default.
3.  For default there must be added to the amount of the fee a penalty of $15, and unless the filings are made and the fee and penalty are paid on or before the first day of the ninth month following the month in which filing was required, the defaulting limited partnership, by reason of its default, forfeits its right to transact any business within this state.  (Added to NRS by 1985, 1294; A 1993, 1020; 1995, 1134)

NRS 88.405  Defaulting partnerships: Duties of secretary of state; revocation of certificate; assets held in trust.

1.  The secretary of state shall notify, by letter addressed to its resident agent, each defaulting limited partnership. The notice must be accompanied by a statement indicating the amount of the filing fee, penalties and costs remaining unpaid.
2.  Immediately after the first day of the ninth month following the month in which filing was required, the certificate of the limited partnership is revoked. The secretary of state shall compile a complete list containing the names of all limited partnerships whose right to do business has been forfeited. The secretary of state shall notify, by letter addressed to its resident agent, each limited partnership of the revocation of its certificate. The notice must be accompanied by a statement indicating the amount of the filing fee, penalties and costs remaining unpaid.
3.  In case of revocation of the certificate and of the forfeiture of the right to transact business thereunder, all the property and assets of the defaulting domestic limited partnership are held in trust by the general partners, and the same proceedings may be had with respect thereto as for the judicial dissolution of a limited partnership. Any person interested may institute proceedings at any time after a forfeiture has been declared, but if the secretary of state reinstates the limited partnership the proceedings must at once be dismissed and all property restored to the general partners.  (Added to NRS by 1985, 1295; A 1995, 1135)

NRS 88.410  Defaulting partnerships: Procedures and conditions for reinstatement; fee; limitations on reinstatement.

1.  Except as otherwise provided in subsections 3 and 4, the secretary of state may:

(a) Reinstate any limited partnership which has forfeited its right to transact business; and
(b) Restore to the limited partnership its right to carry on business in this state, and to exercise its privileges and immunities, upon the filing with the secretary of state of the list required pursuant to NRS 88.395, and upon payment to the secretary of state of the annual filing fee and penalty set forth in NRS 88.395 and 88.400 for each year or portion thereof during which the certificate has been revoked, and a fee of $50 for reinstatement.

2.  When payment is made and the secretary of state reinstates the limited partnership to its former rights he shall:

(a) Immediately issue and deliver to the limited partnership a certificate of reinstatement authorizing it to transact business as if the filing fee had been paid when due; and
(b) Upon demand, issue to the limited partnership one or more certified copies of the certificate of reinstatement.

3.  The secretary of state shall not order a reinstatement unless all delinquent fees and penalties have been paid, and the revocation occurred only by reason of failure to pay the fees and penalties.
4.  If a limited partnership's certificate has been revoked pursuant to the provisions of this chapter and has remained revoked for a period of 5 years, the certificate must not be reinstated.  (Added to NRS by 1985, 1295; A 1995, 1135; 1997, 2819)

NRS 88.415  Secretary of state: Fees.  The secretary of state, for services relating to his official duties and the records of his office, shall charge and collect the following fees:

1.  For filing a certificate of limited partnership, or for registering a foreign limited partnership, $125.
2.  For filing a certificate of amendment of limited partnership or restated certificate of limited partnership, $75.
3.  For filing a reinstated certificate of limited partnership, $50.
4.  For filing the annual list of general partners and designation of a resident agent, $85.
5.  For filing a certificate of a change of location of the records office of a limited partnership or the office of its resident agent, or a designation of a new resident agent, $15.
6.  For certifying a certificate of limited partnership, an amendment to the certificate, or a certificate as amended where a copy is provided, $10.
7.  For certifying an authorized printed copy of the limited partnership law, $10.
8.  For reserving a limited partnership name, or for executing, filing or certifying any other document, $20.
9.  For copies made at the office of the secretary of state, $1 per page.
10.  For filing a certificate of cancellation of a limited partnership, $30.

Except as otherwise provided in this section, the fees set forth in NRS 78.785 apply to this chapter.  (Added to NRS by 1985, 1295; A 1987, 70; 1993, 1020; 1995, 1136)

REVISER'S NOTE.

Ch. 465, Stats. 1987, contains the following provisions not included in NRS:

"1.  A limited partnership formed under any statute of this state before July 1, 1931, may register its name with the secretary of state by filing a certificate of registration and paying a fee of $25.
2.  Such a certificate of registration expires 5 years after it is filed with the secretary of state and may be renewed by filing a certificate of renewal with the secretary of state and paying a fee of $15.
3.  If the name is not registered or the certificate of registration is not renewed within 30 days after its expiration, the secretary of state shall, upon receipt of the appropriate certificate and applicable fee, accept registration of that name by any other person desiring to do so."

LIMITED PARTNERS

NRS 88.420  When person becomes limited partner; admission of additional limited partners.

1.  A person becomes a limited partner:

(a) At the time the limited partnership is formed; or
(b) At any later time stated in the records of the limited partnership for becoming a limited partner.

2.  After the filing of a limited partnership's original certificate of limited partnership, a person may be admitted as an additional limited partner:

(a) In the case of a person acquiring a partnership interest directly from the limited partnership, upon the compliance with the partnership agreement or, if the partnership agreement does not so provide, upon the written consent of all partners; and
(b) In the case of an assignee of a partnership interest of a partner who has the power, as provided in NRS 88.540, to grant the assignee the right to become a limited partner, upon the exercise of that power and compliance with any conditions limiting the grant or exercise of the power.

(Added to NRS by 1985, 1284; A 1987, 5, 71)

NRS 88.425  Voting rights.  Subject to NRS 88.430, the partnership agreement may grant to all or a specified group of the limited partners the right to vote on a per capita or other basis upon any matter.  (Added to NRS by 1985, 1285)

NRS 88.430  Liability to other persons; exceptions.

1.  Except as provided in subsection 4, a limited partner is not liable for the obligations of a limited partnership unless he is also a general partner or, in addition to the exercise of his rights and powers as a limited partner, he participates in the control of the business. However, if the limited partner participates in the control of the business, he is liable only to persons who transact business with the limited partnership reasonably believing, based upon the limited partner's conduct, that he is a general partner.
2.  A limited partner does not participate in the control of the business within the meaning of subsection 1 solely by doing one or more of the following:

(a) Being a contractor for or an agent or employee of the limited partnership or of a general partner or being an officer, director or shareholder of a general partner that is a corporation;
(b) Consulting with and advising a general partner with respect to the business of the limited partnership;
(c) Acting as surety for the limited partnership guaranteeing or assuming one or more specific obligations of the limited partnership;
(d) Taking any action required or permitted by law to bring or pursue a derivative action in the right of the limited partnership;
(e) Requesting or attending a meeting of partners;
(f) Proposing, approving or disapproving, by voting or otherwise, one or more of the following matters:

(1) The dissolution and winding up of the limited partnership;
(2) The sale, exchange, lease, mortgage, pledge or other transfer of all or substantially all of the assets of the limited partnership;
(3) The incurrence of indebtedness by the limited partnership other than in the ordinary course of its business;
(4) A change in the nature of the business;
(5) The admission or removal of a general partner;
(6) The admission or removal of a limited partner;
(7) A transaction involving an actual or potential conflict of interest between a general partner and the limited partnership or the limited partners;
(8) An amendment to the partnership agreement or certificate of limited partnership; or
(9) Matters related to the business of the limited partnership not otherwise enumerated in this subsection, which the partnership agreement states in writing may be subject to the approval or disapproval of limited partners;

(g) Winding up the limited partnership pursuant to NRS 88.560; or
(h) Exercising any right or power permitted to limited partners under this chapter and not specifically enumerated in this subsection.

3.  The enumeration in subsection 2 does not mean that the possession or exercise of any other powers by a limited partner constitutes participation by him in the business of the limited partnership.
4.  A limited partner who knowingly permits his name to be used in the name of the limited partnership, except under circumstances permitted by paragraph (b) of subsection 1 of NRS 88.320, is liable to creditors who extend credit to the limited partnership without actual knowledge that the limited partner is not a general partner.  (Added to NRS by 1985, 1285; A 1987, 71; 1997, 2820)

NRS 88.435  Liability of person erroneously believing himself limited partner.

1.  Except as provided in subsection 2, a person who makes a contribution to a business enterprise and erroneously but in good faith believes that he has become a limited partner in the enterprise is not a general partner in the enterprise and is not bound by its obligations by reason of making the contribution, receiving distributions from the enterprise, or exercising any rights of a limited partner, if, on ascertaining the mistake, he:

(a) Causes an appropriate certificate of limited partnership or a certificate of amendment to be executed and filed; or
(b) Withdraws from future equity participation in the enterprise by executing and filing in the office of the secretary of state a certificate declaring withdrawal under this section.

2.  A person who makes a contribution of the kind described in subsection 1 is liable as a general partner to any third party who transacts business with the enterprise:

(a) Before the person withdraws and an appropriate certificate is filed to show withdrawal; or
(b) Before an appropriate certificate is filed to show that he is not a general partner, but in either case only if the third party actually believed in good faith that the person was a general partner at the time of the transaction.

(Added to NRS by 1985, 1285; A 1987, 72)

FEDERAL AND OTHER CASES.

Liability for taxes. In action to set aside tax lien, investor who mistakenly believed himself limited partner in casino but renounced his interest promptly upon discovering his mistake, as provided in former NRS 88.120 (cf. NRS 88.435), was not liable as partner, despite further mistake by another in listing him among owners for purpose of federal tax on slot machines. United States v. Coson, 286 F.2d 453 (9th Cir. 1961)

NRS 88.440  Right of limited partner to records and information of partnership.  Each limited partner has the right to:

1.  Inspect and copy any of the partnership records required to be maintained by NRS 88.335; and
2.  Obtain from the general partners from time to time upon reasonable demand:

(a) True and full information regarding the state of the business and financial condition of the limited partnership;
(b) Promptly after becoming available, a copy of the limited partnership's federal, state and local income tax returns for each year; and
(c) Other information regarding the affairs of the limited partnership as is just and reasonable.

(Added to NRS by 1985, 1286)

GENERAL PARTNERS

NRS 88.445  Admission of additional general partners.  After the filing of a limited partnership's original certificate of limited partnership, additional general partners may be admitted as provided in writing in the partnership agreement or, if the partnership agreement does not provide in writing for the admission of additional general partners, with the written consent of all partners.  (Added to NRS by 1985, 1286; A 1987, 73)

NRS 88.450  Events of withdrawal.  Except as approved by the specific written consent of all partners at the time, a person ceases to be a general partner of a limited partnership upon the happening of any of the following events:

1.  The general partner withdraws from the limited partnership as provided in NRS 88.495;
2.  The general partner ceases to be a member of the limited partnership as provided in NRS 88.530;
3.  The general partner is removed as a general partner in accordance with the partnership agreement;
4.  Unless otherwise provided in writing in the partnership agreement, the general partner:

(a) Makes an assignment for the benefit of creditors;
(b) Files a voluntary petition in bankruptcy;
(c) Is adjudicated a bankrupt or insolvent;
(d) Files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation;
(e) Files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him in any proceeding of this nature; or
(f) Seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the general partner or of all or any substantial part of his properties;

5.  Unless otherwise provided in writing in the partnership agreement, 120 days after the commencement of any proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, the proceeding has not been dismissed, or if within 90 days after the appointment without his consent or acquiescence of a trustee, receiver or liquidator of the general partner or of all or any substantial part of his properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated;
6.  In the case of a general partner who is a natural person:

(a) His death; or
(b) The entry by a court of competent jurisdiction adjudicating him incompetent to manage his person or his estate;

7.  In the case of a general partner who is acting as a general partner by virtue of being a trustee of a trust, the termination of the trust, but not merely the substitution of a new trustee;
8.  In the case of a general partner that is a separate partnership, the dissolution and commencement of winding up of the separate partnership;
9.  In the case of a general partner that is a corporation, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter; or
10.  In the case of an estate, the distribution by the fiduciary of the estate's entire interest in the partnership.  (Added to NRS by 1985, 1286; A 1987, 73)

NRS 88.455  Rights, powers and liabilities.

1.  Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions of a partner in a partnership without limited partners.
2.  Except as provided in this chapter, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to persons other than the partnership and the other partners. Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to the partnership and to the other partners.  (Added to NRS by 1985, 1287)

NRS 88.460  Contributions to partnership by general partner.  A general partner of a limited partnership may make contributions to the partnership and share in the profits and losses of, and in distributions from, the limited partnership as a general partner. A general partner also may make contributions to and share in profits, losses and distributions as a limited partner. A person who is both a general partner and a limited partner has the rights and powers, and is subject to the restrictions and liabilities, of a general partner and, except as provided in the partnership agreement, also has the powers, and is subject to the restrictions, of a limited partner to the extent of his participation in the partnership as a limited partner.  (Added to NRS by 1985, 1287)

NRS 88.465  Voting rights.  The partnership agreement may grant to all or certain identified general partners the right to vote on a per capita or any other basis, separately or with all or any class of the limited partners, on any matter.  (Added to NRS by 1985, 1288)

FINANCES

NRS 88.470  Form of partner's contribution.  The contribution of a partner may be in cash, property or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.  (Added to NRS by 1985, 1288)

NRS 88.475  Liability of partner for contributions to partnership.

1.  A promise by a limited partner to contribute to the limited partnership is not enforceable unless set out in a writing signed by the limited partner.
2.  Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform any enforceable promise to contribute cash or property or to perform services, even if he is unable to perform because of death, disability or any other reason. If a partner does not make the required contribution of property or services, he is obligated at the option of the limited partnership to contribute cash equal to that portion of the value, as stated in the partnership records required to be kept pursuant to NRS 88.335, of the stated contribution that has not been made.
3.  Unless otherwise provided in the partnership agreement, the obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all the partners. Notwithstanding the compromise, a creditor of a limited partnership who extends credit or otherwise acts in reliance on that obligation after the partner signs a writing that reflects the obligation and before the amendment or cancellation thereof to reflect the compromise, may enforce the original obligation.  (Added to NRS by 1985, 1288; A 1987, 74)

NRS 88.480  Sharing of profits and losses among partners.  The profits and losses of a limited partnership must be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, profits and losses must be allocated on the basis of the value, as stated in the partnership records required to be kept pursuant to NRS 88.335, of the contributions made by each partner to the extent they have been received by the partnership and have not been returned.  (Added to NRS by 1985, 1288; A 1987, 74)

NRS 88.485  Distribution of assets among partners.  Distributions of cash or other assets of a limited partnership must be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, distributions must be made on the basis of the value, as stated in the partnership records required to be kept pursuant to NRS 88.335, of the contributions made by each partner to the extent they have been received by the partnership and have not been returned.  (Added to NRS by 1985, 1288; A 1987, 75)

DISTRIBUTIONS AND WITHDRAWAL

NRS 88.490  Right of partner to receive distributions before withdrawal from or dissolution of partnership.  Except as provided in NRS 88.490 to 88.525, inclusive, a partner is entitled to receive distributions from a limited partnership before his withdrawal from the limited partnership and before the dissolution and winding up thereof to the extent and at the times or upon occurrence of the events specified in the partnership agreement.  (Added to NRS by 1985, 1289; A 1987, 75)

NRS 88.495  Withdrawal of general partner.  A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners, but if the withdrawal violates the partnership agreement, the limited partnership may recover from the withdrawing general partner damages for breach of the partnership agreement and offset the damages against the amount otherwise distributable to him.  (Added to NRS by 1985, 1289)

NRS 88.500 Withdrawal of limited partner. A limited partner may withdraw from a limited partnership only at the time or upon the happening of events specified in writing in the partnership agreement. (Added to NRS by 1985, 1289; A 1987, 75; 1995, 2116)

NRS 88.505  Distribution upon withdrawal.  Except as provided in NRS 88.490 to 88.525, inclusive, upon withdrawal any withdrawing partner is entitled to receive any distribution to which he is entitled under the partnership agreement and, if not otherwise provided in the agreement, he is entitled to receive, within a reasonable time after withdrawal, the fair value of his interest in the limited partnership as of the date of withdrawal based upon his right to share in distributions from the limited partnership.  (Added to NRS by 1985, 1289)

NRS 88.510  Distribution in kind.  Except as provided in writing in the partnership agreement, a partner, regardless of the nature of his contributions, has no right to demand and receive any distribution from a limited partnership in any form other than cash. Except as provided in writing in the partnership agreement, a partner may not be compelled to accept a distribution of any asset in kind from a limited partnership to the extent that the percentage of the asset distributed to him exceeds a percentage of that asset which is equal to the percentage in which he shares in distributions from the limited partnership.  (Added to NRS by 1985, 1289; A 1987, 75)

NRS 88.515  Rights upon distribution.  At the time a partner becomes entitled to receive a distribution, he has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution.  (Added to NRS by 1985, 1289)

NRS 88.520  Limitations on distribution.  A partner may not receive a distribution from a limited partnership to the extent that, after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interests, exceed the fair value of the partnership assets.  (Added to NRS by 1985, 1289)

NRS 88.525  Liability upon return of contribution.

1.  If a partner has received the return of any part of his contribution without violation of the partnership agreement or this chapter, he is liable to the limited partnership for a period of 1 year thereafter for the amount of the returned contribution, but only to the extent necessary to discharge the limited partnership's liabilities to creditors who extended credit to the limited partnership during the period the contribution was held by the partnership.
2.  If a partner has received the return of any part of his contribution in violation of the partnership agreement or this chapter, he is liable to the limited partnership for a period of 6 years thereafter for the amount of the contribution wrongfully returned.
3.  A partner receives a return of his contribution to the extent that a distribution to him reduces his share of the fair value of the net assets of the limited partnership below the value, as set forth in the partnership records required to be kept pursuant to NRS 88.335, of his contribution which has not been distributed to him.  (Added to NRS by 1985, 1290; A 1987, 75)

INTERESTS IN PARTNERSHIPS

NRS 88.528  Nature of interest in partnership.  A partnership interest is personal property.  (Added to NRS by 1987, 78)

NRS 88.530  Assignments.  Except as provided in the partnership agreement, a partnership interest is assignable in whole or in part. An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights of a partner. An assignment entitles the assignee to receive, to the extent assigned, only the distribution to which the assignor would be entitled. Except as provided in the partnership agreement, a partner ceases to be a partner upon assignment of all his partnership interest.  (Added to NRS by 1985, 1290)

NRS 88.535  Rights of creditors.  On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the partner with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the partnership interest. This chapter does not deprive any partner of the benefit of any exemption laws applicable to his partnership interest.  (Added to NRS by 1985, 1290)

NRS 88.540  Right of assignee to become limited partner; liability.

1.  An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that:

(a) The assignor gives the assignee that right in accordance with authority described in the partnership agreement; or
(b) All other partners consent.

2.  An assignee who has become a limited partner has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a limited partner under the partnership agreement and this chapter. An assignee who becomes a limited partner also is liable for the obligations of his assignor to make and return contributions as provided in NRS 88.490 to 88.525, inclusive. However, the assignee is not obligated for liabilities unknown to the assignee at the time he became a limited partner.
3.  If an assignee of a partnership interest becomes a limited partner, the assignor is not released from his liability to the limited partnership under NRS 88.385 and 88.475.  (Added to NRS by 1985, 1290; A 1987, 76)

NRS 88.545  Rights of estate of deceased or incompetent partner.  If a partner who is a natural person dies or a court of competent jurisdiction adjudges him to be incompetent to manage his person or his property, the partner's executor, administrator, guardian, conservator or other legal representative may exercise all of the partner's rights for the purpose of settling his estate or administering his property, including any power the partner had to give an assignee the right to become a limited partner. If a partner is a corporation, trust or other entity and is dissolved or terminated, the powers of that partner may be exercised by its legal representative or successor.  (Added to NRS by 1985, 1291)

DISSOLUTION

NRS 88.550  Events causing dissolution.  A limited partnership is dissolved and its affairs must be wound up upon the happening of the first of the following to occur:

1.  At the time specified in the certificate of limited partnership;
2.  Upon the happening of events specified in writing in the partnership agreement;
3.  Written consent of all partners;
4.  An event of withdrawal of a general partner unless at the time there is at least one other general partner and the written provisions of the partnership agreement permit the business of the limited partnership to be carried on by the remaining general partner and that partner does so, but the limited partnership is not dissolved and is not required to be wound up by reason of any event of withdrawal if, within 90 days after the withdrawal, all partners agree in writing to continue the business of the limited partnership and to the appointment of one or more additional general partners if necessary or desired; or
5.  Entry of a decree of judicial dissolution under NRS 88.555.  (Added to NRS by 1985, 1291; A 1987, 76)

NRS 88.555  Dissolution by decree of district court.  On application by or for a partner the district court may decree dissolution of a limited partnership whenever it is not reasonably practicable to carry on the business in conformity with the partnership agreement.  (Added to NRS by 1985, 1291)

NRS 88.560  Winding up.  Except as provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners, may wind up the limited partnership's affairs; but the district court may wind up the limited partnership's affairs upon application of any partner, his legal representative or assignee.  (Added to NRS by 1985, 1291)

NRS 88.565  Distribution of assets.  Upon the winding up of a limited partnership, the assets must be distributed as follows:

1.  To creditors, including partners who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the limited partnership other than liabilities for distributions to partners under NRS 88.490 or 88.505;
2.  Except as provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions under NRS 88.490 or 88.505; and
3.  Except as provided in the partnership agreement, to partners, first, for the return of their contributions and second, respecting their partnership interests, in the proportions in which the partners share in distributions.  (Added to NRS by 1985, 1291)

FOREIGN LIMITED PARTNERSHIPS

NRS 88.570  Law governing organization, internal affairs and liability of limited partners.  Subject to the constitution of this state:

1.  The laws of the state under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners; and
2.  A foreign limited partnership may not be denied registration by reason of any difference between those laws and the laws of this state.  (Added to NRS by 1985, 1292)

NRS 88.575  Application for registration: Requirements; contents.  Before transacting business in this state, a foreign limited partnership shall register with the secretary of state. In order to register, a foreign limited partnership shall submit to the secretary of state an application for registration as a foreign limited partnership, signed and acknowledged by a general partner and a signed certificate of acceptance of a resident agent. The application for registration must set forth:

1.  The name of the foreign limited partnership and, if different, the name under which it proposes to register and transact business in this state;
2.  The state and date of its formation;
3.  The name and address of the resident agent whom the foreign limited partnership elects to appoint;
4.  A statement that the secretary of state is appointed the agent of the foreign limited partnership for service of process if the resident agent's authority has been revoked or if the resident agent cannot be found or served with the exercise of reasonable diligence;
5.  The address of the office required to be maintained in the state of its organization by the laws of that state or, if not so required, of the principal office of the foreign limited partnership;
6.  The name and business address of each general partner; and
7.  The address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions, together with an undertaking by the foreign limited partnership to keep those records until the foreign limited partnership's registration in this state is canceled or withdrawn.  (Added to NRS by 1985, 1292; A 1987, 77; 1993, 1021; 1995, 1137, 2116)

NRS 88.580  Issuance of certificate of registration by secretary of state.  If the secretary of state finds that an application for registration conforms to law and all requisite fees have been paid, he shall issue a certificate of registration to transact business in this state and mail it to the person who filed the application or his representative.  (Added to NRS by 1985, 1292; A 1995, 2117)

NRS 88.585  Registration of name.  A foreign limited partnership may register with the secretary of state under any name, whether or not it is the name under which it is registered in its state of organization, that includes without abbreviation the words "limited partnership" and that could be registered by a domestic limited partnership.  (Added to NRS by 1985, 1293)

NRS 88.590  Amendments to application for registration.  If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign limited partnership shall promptly file in the office of the secretary of state a certificate, signed and sworn to by a general partner, correcting such statement.  (Added to NRS by 1985, 1293)

NRS 88.595  Cancellation of registration.  A foreign limited partnership may cancel its registration by filing with the secretary of state a certificate of cancellation signed and acknowledged by a general partner. The certificate must set forth:

1.  The name of the foreign limited partnership;
2.  The date upon which its certificate of registration was filed;
3.  The reason for filing the certificate of cancellation;
4.  The effective date of the cancellation if other than the date of the filing of the certificate of cancellation; and
5.  Any other information deemed necessary by the general partners of the partnership.

A cancellation does not terminate the authority of the secretary of state to accept service of process on the foreign limited partnership with respect to causes of action arising out of the transactions of business in this state.  (Added to NRS by 1985, 1293; A 1995, 1137)

NRS 88.600  Transaction of business without certificate of registration: Liability; appointment of secretary of state as agent for service of process.

1.  A foreign limited partnership transacting business in this state may not maintain any action, suit or proceeding in any court of this state until it has registered in this state.
2.  The failure of a foreign limited partnership to register in this state does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action, suit or proceeding in any court of this state.
3.  A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of having transacted business in this state without registration.
4.  A foreign limited partnership, by transacting business in this state without registration, appoints the secretary of state as its agent for service of process with respect to causes of action arising out of the transaction of business in this state.  (Added to NRS by 1985, 1293)

NRS 88.605  Action by attorney general to restrain transaction of business.  The attorney general may bring an action to restrain a foreign limited partnership from transacting business in this state in violation of NRS 88.570 to 88.605, inclusive.  (Added to NRS by 1985, 1293)

DERIVATIVE ACTIONS

NRS 88.610  Rights of limited partner.  A limited partner may bring an action in the right of a limited partnership to recover a judgment in its favor if general partners with authority to do so have refused to bring the action or if an effort to cause those general partners to bring the action is not likely to succeed.  (Added to NRS by 1985, 1293)

NRS 88.615  Qualifications of plaintiff for bringing action.  In a derivative action, the plaintiff must be a partner at the time of bringing the action and:

1.  At the time of the transaction of which he complains; or
2.  His status as a partner had devolved upon him by operation of law or pursuant to the terms of the partnership agreement from a person who was a partner at the time of the transaction.  (Added to NRS by 1985, 1293)

NRS 88.620  Pleading.  In a derivative action, the complaint must set forth with particularity the effort of the plaintiff to secure initiation of the action by a general partner or the reasons for not making the effort.  (Added to NRS by 1985, 1293)

NRS 88.625  Expenses.  If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, and shall direct him to remit to the limited partnership the remainder of those proceeds received by him.  (Added to NRS by 1985, 1294)

MISCELLANEOUS PROVISIONS

NRS 88.630  Legislative intent.  The legislature intends that this chapter be so applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it.  (Added to NRS by 1985, 1294)

NRS 88.635  Applicability of chapter 87 of NRS.  In any case not provided for in this chapter, the provisions of chapter 87 of NRS govern.  (Added to NRS by 1985, 1294)

NRS 88.640  Provisions for existing partnerships.

1.  A limited partnership formed under any statute of this state prior to July 1, 1931, may become a limited partnership under this chapter by complying with the provisions of this chapter if the certificate sets forth:

(a) The amount of the original contribution of each limited partner, and the time when the contribution was made; and
(b) That the property of the partnership exceeds the amount sufficient to discharge its liabilities to persons not claiming as general or limited partners by an amount greater than the sum of the contributions of its limited partners.

2.  A limited partnership formed under any statute of this state prior to July 1, 1931, until or unless it becomes a limited partnership under this chapter, shall continue to be governed by the provisions of chapter 60, Laws of Nevada Territory 1862, entitled "An Act to authorize the formation of Limited Partnerships," approved December 19, 1862, except that such a partnership must not be renewed unless so provided in the original agreement.  [30:73:1931; 1931 NCL 5029.29](NRS A 1985, 1296)(Substituted in revision for NRS 88.300)

NRS 88.645  Act repealed.  Except as affecting existing limited partnerships to the extent set forth in NRS 88.640, chapter 60, Laws of Nevada Territory 1862, entitled "An Act to authorize the formation of Limited Partnerships," approved December 19, 1862, is hereby repealed.  [31:73:1931; 1931 NCL 5029.30](Substituted in revision for NRS 88.310)

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