Title 7

NRS 87A.275 Correction of inaccurate or defective record filed with Secretary of State; cancellation of filings. 1. A limited partnership or foreign limited partnership may correct a record filed in the Office of the Secretary of State with respect to the limited partnership or f…

NRS 87A.280 Partnership records: Microfilming; imaging; return. The Secretary of State may microfilm or image any record which is filed in the Office of the Secretary of State by or relating to a limited partnership pursuant to this chapter and may return the original record to t…

NRS 87A.285 Liability for false information in filed record. 1. If a record delivered to the Secretary of State for filing under this chapter and filed by the Secretary of State contains false information, a person that suffers loss by reliance on the information may recover dama…

NRS 87A.290 Annual list: Filing requirements; fees; notice; regulations. 1. A limited partnership shall, at the time of the filing of its certificate of limited partnership with the Secretary of State, or, if the limited partnership has selected an alternative due date pursuant t…

NRS 87A.295 Additional filing requirements for certain partnerships: Criteria; statement; fees. 1. At the time of submitting any list required pursuant to NRS 87A.290, a limited partnership that meets the criteria set forth in subsection 2 must submit: (a) The statement required …

NRS 87A.300 Certificate of authorization to transact business; identification of defaulting partnerships; reinstatement of partnership which is unit-owners’ association; forfeiture and penalty. 1. If a limited partnership has filed the list in compliance with NRS 87A.290 and has …

NRS 87A.305 Defaulting partnerships: Duties of Secretary of State; revocation of certificate; assets held in trust. 1. The Secretary of State shall notify, by providing written notice to its registered agent, each defaulting limited partnership. The written notice: (a) Must inclu…

NRS 87A.310 Defaulting partnerships: Conditions and procedure for reinstatement. 1. Except as otherwise provided in subsections 3 and 4 and NRS 87A.200, the Secretary of State shall reinstate any limited partnership which has forfeited or which forfeits its right to transact busi…

NRS 87A.313 Renewal or revival of certificate: Procedure; fee; certificate as evidence; status of partnership. 1. Except as otherwise provided in NRS 87A.200 and 87A.640, a limited partnership which did exist or is existing under this chapter may, upon complying with the provisio…

NRS 87A.315 Fees. The Secretary of State, for services relating to the official duties of the Secretary of State and the records of the Office of the Secretary of State, shall charge and collect the following fees: 1. For filing a certificate of limited partnership, or for regist…

NRS 87A.320 Becoming limited partner. A person becomes a limited partner: 1. As provided in the partnership agreement; 2. As the result of a conversion or merger under chapter 92A of NRS; or 3. With the consent of all the partners. (Added to NRS by 2007, 455)

NRS 87A.325 No right or power as limited partner to bind limited partnership. A limited partner does not have the right or the power as a limited partner to act for or bind the limited partnership. (Added to NRS by 2007, 455)

NRS 87A.330 No liability as limited partner for limited partnership obligations. An obligation of a limited partnership, whether arising in contract, tort or otherwise, is not the obligation of a limited partner. A limited partner is not personally liable, directly or indirectly,…

NRS 87A.335 Right of limited partner and former limited partner to information. 1. On 10 days’ demand, made in a record received by the limited partnership, a limited partner may inspect and copy required information during regular business hours in the limited partnership’s desi…

NRS 87A.340 Limited duties of limited partners. 1. A limited partner does not have any fiduciary duty to the limited partnership or to any other partner solely by reason of being a limited partner. 2. A limited partner shall discharge the duties to the partnership and the other p…

NRS 87A.345 Person erroneously believing self to be limited partner. 1. Except as otherwise provided in subsection 2, a person that makes an investment in a business enterprise and erroneously but in good faith believes that the person has become a limited partner in the enterpri…

NRS 87A.350 Becoming general partner. A person becomes a general partner: 1. As provided in the partnership agreement; 2. Under paragraph (b) of subsection 3 of NRS 87A.490 following the withdrawal of a limited partnership’s last general partner; 3. As the result of a conversion …

NRS 87A.355 General partner agent of limited partnership. 1. Each general partner is an agent of the limited partnership for the purposes of its activities. An act of a general partner, including the signing of a record in the partnership’s name, for apparently carrying on in the…

NRS 87A.360 Limited partnership liable for actionable conduct of general partner. 1. A limited partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a general partner acti…

NRS 87A.365 Liability of general partner. 1. Except as otherwise provided in subsections 2 and 3, all general partners are liable jointly and severally for all obligations of the limited partnership unless otherwise agreed by the claimant or provided by law. 2. A person that beco…

NRS 87A.370 Actions by and against partnership and partners. 1. To the extent not inconsistent with NRS 87A.365, a general partner may be joined in an action against the limited partnership or named in a separate action. 2. A judgment against a limited partnership is not by itsel…

NRS 87A.375 Management rights of general partner. 1. Each general partner has equal rights in the management and conduct of the limited partnership’s activities. Except as expressly provided in this chapter, any matter relating to the activities of the limited partnership may be …

NRS 87A.380 Right of general partner and former general partner to information. 1. A general partner, without having any particular purpose for seeking the information, may inspect and copy during regular business hours: (a) In the limited partnership’s designated office, require…

NRS 87A.385 General standards of conduct of general partner. 1. The only fiduciary duties that a general partner has to the limited partnership and the other partners are the duties of loyalty and care under subsections 2 and 3. 2. A general partner’s duty of loyalty to the limit…

NRS 87A.390 Form of contribution. A contribution of a partner may consist of tangible or intangible property or other benefit to the limited partnership, including money, services performed, promissory notes, other agreements to contribute cash or property, and contracts for serv…

NRS 87A.395 Liability for contribution. 1. A partner’s obligation to contribute money or other property or other benefit to, or to perform services for, a limited partnership is not excused by the partner’s death, disability or other inability to perform personally. 2. If a partn…

NRS 87A.400 Sharing of distributions. A distribution by a limited partnership must be shared among the partners on the basis of the value, as stated in the required records when the limited partnership decides to make the distribution, of the contributions the limited partnership…

NRS 87A.405 Interim distributions. A partner does not have a right to any distribution before the dissolution and winding up of the limited partnership unless the limited partnership decides to make an interim distribution. (Added to NRS by 2007, 461)

NRS 87A.410 No distribution on account of withdrawal. A person does not have a right to receive a distribution on account of withdrawal. (Added to NRS by 2007, 461)

NRS 87A.415 Distribution in kind. A partner does not have a right to demand or receive any distribution from a limited partnership in any form other than cash. Subject to subsection 2 of NRS 87A.530, a limited partnership may distribute an asset in kind to the extent each partner…

NRS 87A.420 Right to distribution. When a partner or transferee becomes entitled to receive a distribution, the partner or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution. However, …

NRS 87A.425 Limitations on distribution. 1. A limited partnership may not make a distribution in violation of the partnership agreement. 2. A limited partnership may not make a distribution if after the distribution: (a) The limited partnership would not be able to pay its debts …

NRS 87A.427 Limitations on distributions applicable to restricted limited partnerships. 1. If the limited partnership has elected in its certificate of limited partnership to be a restricted limited partnership pursuant to NRS 87A.235, subject to the provisions of NRS 87A.425, an…

NRS 87A.430 Liability for improper distributions. 1. A general partner that consents to a distribution made in violation of NRS 87A.425 is personally liable to the limited partnership for the amount of the distribution which exceeds the amount that could have been distributed wit…

NRS 87A.435 Withdrawal as limited partner. 1. A person does not have a right to withdraw as a limited partner before the termination of the limited partnership. 2. A person is withdrawn from a limited partnership as a limited partner upon the occurrence of any of the following ev…

NRS 87A.440 Effect of withdrawal as limited partner. 1. Upon a person’s withdrawal as a limited partner: (a) Subject to NRS 87A.485, the person does not have further rights as a limited partner; (b) The person’s obligation of good faith and fair dealing as a limited partner under…

NRS 87A.445 Withdrawal as general partner. A person is withdrawn from a limited partnership as a general partner upon the occurrence of any of the following events: 1. The limited partnership’s having notice of the person’s express will to withdraw as a general partner or on a la…

NRS 87A.450 Power of person to withdraw as general partner; wrongful withdrawal. 1. A person has the power to withdraw as a general partner at any time, rightfully or wrongfully, by express will pursuant to subsection 1 of NRS 87A.445. 2. A person’s withdrawal as a general partne…

NRS 87A.455 Effect of withdrawal as general partner. 1. Upon a person’s withdrawal as a general partner: (a) The person’s right to participate as a general partner in the management and conduct of the partnership’s activities terminates; (b) The person’s duty of loyalty as a gene…

NRS 87A.460 Power to bind and liability to limited partnership before dissolution of partnership of person withdrawn as general partner. 1. After a person is withdrawn as a general partner and before the limited partnership is dissolved, converted under chapter 92A of NRS or merg…

NRS 87A.465 Liability to other persons of person withdrawn as general partner. 1. A person’s withdrawal as a general partner does not of itself discharge the person’s liability as a general partner for an obligation of the limited partnership incurred before withdrawal. Except as…

NRS 87A.470 Transferable interest of partner. The only interest of a partner which is transferable is the partner’s transferable interest. A transferable interest is personal property. (Added to NRS by 2007, 467)

NRS 87A.475 Transfer of transferable interest of partner. 1. A transfer, in whole or in part, of a partner’s transferable interest: (a) Is permissible; (b) Does not by itself cause the partner’s withdrawal or a dissolution and winding up of the limited partnership’s activities; a…

NRS 87A.480 Rights and remedies of creditor of partner. 1. On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the partner with payment of the unsatisfied amount of the judgment with interest.…

NRS 87A.485 Power of estate of deceased partner. If a partner dies, the deceased partner’s personal representative or other legal representative may exercise the rights of a transferee as provided in NRS 87A.475 and, for the purposes of settling the estate, may exercise the right…

NRS 87A.488 Dissolution of partnership whose certificate has been revoked without additional fees and penalties; regulations. 1. The Secretary of State shall authorize a limited partnership whose certificate of limited partnership has been revoked to dissolve without paying addit…