Title 7

NRS 88.510 Distribution in kind. Except as provided in writing in the partnership agreement, a partner, regardless of the nature of the partner’s contributions, has no right to demand and receive any distribution from a limited partnership in any form other than cash. Except as p…

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

NRS 88.520 Limitations on distribution. A partner may not receive a distribution from a limited partnership to the extent that, after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership …

NRS 88.522 Limitations on distributions applicable to restricted limited partnerships. 1. If the limited partnership has elected in its certificate of limited partnership to be a restricted limited partnership pursuant to NRS 88.350, subject to the provisions of NRS 88.520, and u…

NRS 88.525 Liability upon return of contribution. 1. If a partner has received the return of any part of the partner’s contribution without violation of the partnership agreement or this chapter, the partner is liable to the limited partnership for a period of 1 year thereafter f…

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 part…

NRS 88.535 Rights and remedies of creditor of partner. 1. On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the partner with payment of the unsatisfied amount of the judgment with interest. …

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 autho…

NRS 88.545 Rights of estate of deceased or incapacitated partner. If a partner who is a natural person dies or a court of competent jurisdiction adjudges such a partner to be incapacitated, the partner’s executor, administrator, guardian, conservator or other legal representative…

NRS 88.548 Dissolution of limited partnership whose certificate has been revoked without additional fees and penalties; regulations. 1. The Secretary of State shall authorize a limited partnership whose certificate of limited partnership has been revoked to dissolve without payin…

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 w…

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…

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 pa…

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 o…

NRS 88.570 Law governing organization, internal affairs and liability of limited partners. Subject to the constitution of this State: 1. The laws of the state or jurisdiction under which a foreign limited partnership is organized govern its organization and internal affairs and t…

NRS 88.575 Filing requirements; prohibition against registration for certain illegal purposes; required provisions of application for registration. 1. Before transacting business in this State, a foreign limited partnership shall register with the Secretary of State. A person sha…

NRS 88.580 Issuance of certificate of registration by Secretary of State. If the Secretary of State finds that an application for registration conforms to law and all requisite fees have been paid, the Secretary of State shall issue a certificate of registration to transact busin…

NRS 88.585 Registration of name. Except as otherwise provided in NRS 88.609, a foreign limited partnership may register with the Secretary of State under any name, whether or not it is the name under which it is registered in its state or jurisdiction of organization, that contai…

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 foreig…

NRS 88.591 Annual list: Filing requirements; fees; powers and duties of Secretary of State; regulations. 1. Each foreign limited partnership doing business in this State shall, at the time of the filing of its application for registration as a foreign limited partnership with the…

NRS 88.5915 Additional filing requirements for certain partnerships: Criteria; statement; fees. 1. At the time of submitting any list required pursuant to NRS 88.591, a foreign limited partnership that meets the criteria set forth in subsection 2 must submit: (a) The statement re…

NRS 88.592 Certificate of authorization to transact business. If a foreign limited partnership has filed the initial or annual list in compliance with NRS 88.591 and has paid the appropriate fee for the filing, the cancelled check or other proof of payment received by the foreign…

NRS 88.5925 Addresses of general partners required; failure to file. 1. Each list required to be filed under the provisions of NRS 88.591 to 88.5945, inclusive, must, after the name of each general partner listed thereon, set forth the address, either residence or business, of ea…

NRS 88.5927 List or statement to be maintained at principal office in State or with custodian of records; requirement to assist in criminal investigation; failure to comply; regulations. 1. A foreign limited partnership shall maintain at its principal office in this State or with…

NRS 88.593 Defaulting partnerships: Identification; forfeiture of right to transact business; penalty. 1. Each foreign limited partnership which is required to make a filing and pay the fee prescribed in NRS 88.591 to 88.5945, inclusive, and which refuses or neglects to do so wit…

NRS 88.5935 Defaulting partnerships: Duties of Secretary of State. 1. The Secretary of State shall notify, by providing written notice to its registered agent, each foreign limited partnership deemed in default pursuant to NRS 88.593. The written notice: (a) Must include a statem…

NRS 88.594 Defaulting partnerships: Conditions and procedure for reinstatement. 1. Except as otherwise provided in subsections 3 and 4 and NRS 88.5927, the Secretary of State shall reinstate a foreign limited partnership which has forfeited or which forfeits its right to transact…

NRS 88.5945 Defaulting partnerships: Reinstatement or revival under old or new name; regulations. 1. Except as otherwise provided in subsection 2, if a foreign limited partnership applies to reinstate or revive its certificate of registration and its name has been legally reserve…

NRS 88.5947 Cancellation of revoked registration without additional fees and penalties; regulations. 1. The Secretary of State shall authorize a foreign limited partnership whose right to transact business in this State has been revoked to cancel its registration in this State wi…

NRS 88.595 Cancellation of registration. 1. A foreign limited partnership may cancel its registration by filing with the Secretary of State a certificate of cancellation signed by a general partner. The certificate must set forth: (a) The name of the foreign limited partnership; …

NRS 88.597 Renewal of revival of right to transact business: Procedure; fee; certificate as evidence; status of partnership. 1. Except as otherwise provided in NRS 88.5927, any foreign limited partnership which has forfeited its right to transact business in this State under the …

NRS 88.600 Penalty for transacting business without registration; enforcement; regulations. 1. Every foreign limited partnership transacting business in this State which willfully fails or neglects to register with the Secretary of State in accordance with the provisions of NRS 8…

NRS 88.602 Activities not constituting transaction of business. 1. For the purposes of NRS 88.570 to 88.605, inclusive, the following activities do not constitute transacting business in this State: (a) Maintaining, defending or settling any proceeding; (b) Holding meetings of th…

NRS 88.603 Determination of whether solicitation is made or accepted. 1. For the purposes of NRS 88.602, a solicitation of a deposit is made in this State, whether or not either party is present in this State, if the solicitation: (a) Originates in this state; or (b) Is directed …

NRS 88.605 Action by Attorney General to restrain transaction of business. The Attorney General may bring an action to restrain a foreign limited partnership from transacting business in this State in violation of NRS 88.570 to 88.605, inclusive. (Added to NRS by 1985, 1293; A 20…

NRS 88.606 Filing requirements; required and optional provisions of certificate of registration; prohibition against registration for certain illegal purposes. 1. To become a registered limited-liability limited partnership, a limited partnership shall file with the Secretary of …

NRS 88.6062 Penalty for purporting to do business as registered limited-liability limited partnership without registration; enforcement; regulations. 1. Every person, other than a limited-liability limited partnership formed pursuant to an agreement governed by the laws of anothe…

NRS 88.6065 Name of partnership: Distinguishable name required; limitations; availability of name of forfeited, merged or otherwise terminated partnership; regulations. 1. The name proposed for a registered limited-liability limited partnership must contain the words “Limited-Lia…

NRS 88.6067 List or statement to be maintained at principal office in State or with custodian of records; requirement to assist in criminal investigation; failure to comply; regulations. 1. A registered limited-liability limited partnership shall maintain at its principal office …

NRS 88.607 Termination of registration. The registration of a registered limited-liability limited partnership is effective until: 1. Its certificate of registration is revoked pursuant to NRS 88.405; or 2. The registered limited-liability limited partnership files with the Secre…

NRS 88.6075 Status of partnership and liability of partners not affected by errors in certain filed information. The status of a limited partnership as a registered limited-liability limited partnership, and the liability of its partners, are not affected by errors in the informa…

NRS 88.608 Liability of partner for debt or liability of partnership. 1. Unless otherwise provided by the certificate of limited partnership or partnership agreement, a partner of a registered limited-liability limited partnership is not personally liable for a debt or liability …

NRS 88.6085 Liability of persons acting on behalf of partnership without authority. All persons who assume to act on behalf of a registered limited-liability limited partnership without the authority to act on behalf of the registered limited-liability limited partnership are joi…

NRS 88.6087 Penalty for purporting to transact business as foreign registered limited-liability limited partnership without registration; enforcement; regulations. 1. Every limited-liability limited partnership, formed pursuant to an agreement governed by the laws of another stat…

NRS 88.609 Name of foreign partnership. The name of a foreign registered limited-liability limited partnership that is doing business in this State must contain the words “Limited-Liability Limited Partnership” or “Registered Limited-Liability Limited Partnership” or the abbrevia…