Title 7

NRS 87.025 Applicability. The provisions of NRS 87.010 to 87.430, inclusive, apply to a partnership: 1. Which was formed before July 1, 2006, and which does not voluntarily elect to be governed by the provisions of NRS 87.4301 to 87.4357, inclusive; or 2. Which is formed on or af…

NRS 87.030 Interpretation of knowledge and notice. 1. A person has “knowledge” of a fact within the meaning of NRS 87.010 to 87.430, inclusive, not only when the person has actual knowledge thereof, but also when the person has knowledge of such other facts as in the circumstance…

NRS 87.040 Rules of construction. 1. The rule that statutes in derogation of the common law are to be strictly construed has no application to NRS 87.010 to 87.430, inclusive. 2. The law of estoppel applies to NRS 87.010 to 87.430, inclusive. 3. The law of agency applies to NRS 8…

NRS 87.050 Rules for cases not provided for in NRS 87.010 to 87.430, inclusive. In any case not provided for in NRS 87.010 to 87.430, inclusive, the rules of law and equity, including the law merchant, govern. [5:74:1931; 1931 NCL § 5028.04]—(NRS A 2005, 441) Nature of Partnershi…

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 oth…

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,…

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 partnershi…

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 …

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 signed in the partnership name, but the partnership may recover such property unless the partner’s act …

NRS 87.110 Partnership bound by admission of partner. An admission or representation made by any partner concerning partnership affairs within the scope of the partner’s authority as conferred by NRS 87.010 to 87.430, inclusive, is evidence against the partnership. [11:74:1931; 1…

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 or her mind, and the knowl…

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 or her copartners, loss or injury is caused to any person, not being a partne…

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 or her apparent authority receives money or property of a third person and misapplies it; and 2. Where the partnership in…

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 partnersh…

NRS 87.160 Partner by estoppel. 1. When a person, by words spoken or written or by conduct, represents himself or herself, or consents to another representing him or her to any one, as a partner in an existing partnership or with one or more persons not actual partners, the perso…

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 admission as though the person had been a partner when such obligations were incurred, except that this liabil…

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 or her contributions, whether by way …

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 N…

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.…

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 the partner without the consent of the other partners from any transaction connected with the formation, conduct, or liq…

NRS 87.220 Right to formal account. Any partner shall have the right to a formal account as to partnership affairs: 1. If the partner is wrongfully excluded from the partnership business or possession of its property by his or her copartners; 2. If the right exists under the term…

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 sam…

NRS 87.240 Extent of property rights of partner. The property rights of a partner are: 1. His or her rights in specific partnership property; 2. His or her interest in the partnership; and 3. His or her right to participate in the management. [24:74:1931; 1931 NCL § 5028.23]

NRS 87.250 Nature of partner’s right in specific property of partnership. 1. A partner is co-owner with the other 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…

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

NRS 87.270 Assignment of partner’s interest. 1. A conveyance by a partner of his or her 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 par…

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…

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 p…

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…

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 resp…

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 or her copartners for his or her share of any liability created by any partner acting for the…

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 d…

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 t…

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 or h…

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 or her copartners and all persons claiming through them in respect of their interes…

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, entitl…

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 par…

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 or her rights in partnershi…

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 subsecti…

NRS 87.430 Accrual of actions. The right to an account of a partner’s interest shall accrue to any partner, or his or her legal representative, as against the winding up partners or the surviving partners or the person or partnership continuing the business, at the date of dissol…

NRS 87.4301 Short title. NRS 87.4301 to 87.4357, inclusive, may be cited as the Uniform Partnership Act (1997). (Added to NRS by 2005, 421)

NRS 87.4302 Definitions. As used in NRS 87.4301 to 87.4357, inclusive, unless the context otherwise requires, the words and terms defined in NRS 87.4303 to 87.4313, inclusive, have the meanings ascribed to them in those sections. (Added to NRS by 2005, 421)

NRS 87.4303 “Debtor in bankruptcy” defined. “Debtor in bankruptcy” means a person who is the subject of: 1. An order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general application; or 2. A comparable order under federal,…