Title 7

NRS 87A.520 Other claims against dissolved limited partnership. 1. A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the limited partnership to present them in accordance with the notice. 2. The notice must: (a) Be pub…

NRS 87A.525 Liability of general partner and person withdrawn as general partner when claim against limited partnership barred. If a claim against a dissolved limited partnership is barred under NRS 87A.515 or 87A.520, any corresponding claim under NRS 87A.365 is also barred. (Ad…

NRS 87A.530 Disposition of assets; when contributions are required. 1. In winding up a limited partnership’s activities, the assets of the limited partnership, including the contributions required by this section, must be applied to satisfy the limited partnership’s obligations t…

NRS 87A.535 Governing law. 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, internal affairs and the liability of its limited partners. 2. A foreign limited partners…

NRS 87A.540 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 sh…

NRS 87A.545 Issuance of certificate of registration by Secretary of State. 1. If the Secretary of State finds that an application for registration filed by a foreign limited partnership conforms to law and all requisite fees have been paid, the Secretary of State shall issue a ce…

NRS 87A.550 Registration of name. Except as otherwise provided in NRS 87A.655, 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 cont…

NRS 87A.555 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 forei…

NRS 87A.560 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 th…

NRS 87A.565 Additional filing requirements for certain partnerships: Criteria; statement; fees. 1. At the time of submitting any list required pursuant to NRS 87A.560, a foreign limited partnership that meets the criteria set forth in subsection 2 must submit: (a) The statement r…

NRS 87A.570 Certificate of authorization to transact business. If a foreign limited partnership has filed the initial or annual list in compliance with NRS 87A.560 and has paid the appropriate fee for the filing, the cancelled check or other proof of payment received by the forei…

NRS 87A.575 Addresses of general partners required; failure to file. 1. Each list required to be filed under the provisions of NRS 87A.560 to 87A.600, inclusive, must, after the name of each general partner listed thereon, set forth the address, either residence or business, of e…

NRS 87A.580 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 87A.585 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 87A.560 to 87A.600, inclusive, and which refuses or neglects to do so w…

NRS 87A.590 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 87A.585. The written notice: (a) Must include a state…

NRS 87A.595 Defaulting partnerships: Conditions and procedure for reinstatement. 1. Except as otherwise provided in subsections 3 and 4 and NRS 87A.580, the Secretary of State shall reinstate a foreign limited partnership which has forfeited or which forfeits its right to transac…

NRS 87A.600 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 87A.602 Cancellation of 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 without pa…

NRS 87A.605 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 87A.607 Renewal or revival of right to transact business: Procedure; fee; certificate as evidence; status of partnership. 1. Except as otherwise provided in NRS 87A.580, any foreign limited partnership which has forfeited its right to transact business in this State under the…

NRS 87A.610 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 …

NRS 87A.615 Activities not constituting transaction of business. 1. For the purposes of NRS 87A.535 to 87A.625, inclusive, the following activities do not constitute transacting business in this State: (a) Maintaining, defending or settling any proceeding; (b) Holding meetings of…

NRS 87A.620 Determination of whether solicitation is made or accepted. 1. For the purposes of NRS 87A.615, 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 directe…

NRS 87A.625 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 87A.535 to 87A.625, inclusive. (Added to NRS by 2007, 479; A …

NRS 87A.630 Filing requirements; prohibition against registration for certain illegal purposes; required and optional provisions of certificate of registration. 1. To become a registered limited-liability limited partnership, a limited partnership shall file with the Secretary of…

NRS 87A.632 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 87A.635 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 87A.640 List or statement to be maintained at principal place of business 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 place…

NRS 87A.645 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 87A.305; or 2. The registered limited-liability limited partnership files with the Sec…

NRS 87A.650 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 87A.652 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 87A.655 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 abbrevi…

NRS 87A.660 Direct action by partner. 1. Subject to subsection 2, a partner may maintain a direct action against the limited partnership or another partner for legal or equitable relief, with or without an accounting as to the partnership’s activities, to enforce the rights and o…

NRS 87A.665 Derivative action. A partner may maintain a derivative action to enforce a right of a limited partnership if: 1. The partner first makes a demand on the general partners, requesting that they cause the limited partnership to bring an action to enforce the right, and t…

NRS 87A.670 Proper plaintiff. A derivative action may be maintained only by a person that is a partner at the time the action is commenced and: 1. That was a partner when the conduct giving rise to the action occurred; or 2. Whose status as a partner devolved upon the person by o…

NRS 87A.675 Pleading. In a derivative action, the complaint must state with particularity: 1. The date and content of plaintiff’s demand and the general partners’ response to the demand; or 2. Why demand should be excused as futile. (Added to NRS by 2007, 482)

NRS 87A.680 Proceeds and expenses. 1. Except as otherwise provided in subsection 2: (a) Any proceeds or other benefits of a derivative action, whether by judgment, compromise or settlement, belong to the limited partnership and not to the derivative plaintiff. (b) If the derivati…

NRS 87A.685 Uniformity of application and construction. In applying and construing the Uniform Limited Partnership Act (2001), consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it. (Added to NRS by …

NRS 87A.690 Relation to Electronic Signatures in Global and National Commerce Act. This chapter modifies, limits or supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §§ 7001 et seq., but this chapter does not modify, limit or supersede Se…

NRS 87A.695 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 amo…

NRS 87A.700 Operation of domestic partnership in another jurisdiction. To the extent permitted by the law of that jurisdiction, a limited partnership formed and existing under this chapter may conduct its business, carry on its operations and exercise the powers granted by this c…

NRS 88.010 Short title. 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 render…

NRS 88.317 Applicability. The provisions of this chapter apply to a limited partnership: 1. Which was formed before October 1, 2007, and which does not voluntarily elect to be governed by the provisions of chapter 87A of NRS; or 2. Which is formed on or after October 1, 2007, and…

NRS 88.318 Secretary of State authorized to adopt certain regulations to allow limited partnership to carry out powers and duties through most recent technology. The Secretary of State may adopt regulations to define, for the purposes of certain provisions of this chapter, the te…

NRS 88.320 Name of partnership: Distinguishable name required; limitations; availability of name of forfeited, merged or otherwise terminated partnership; regulations. 1. Except as otherwise provided in NRS 88.6065, the name proposed for a limited partnership as set forth in its …