Title 7

NRS 88.335 Records required to be maintained at principal office in State or with custodian of records; inspection and copying of records. 1. A limited partnership shall keep at the principal office in this State, or with its custodian of records as referred to in paragraph (a) o…

NRS 88.3355 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 limited partnership shall maintain at its principal place of business in this State or with th…

NRS 88.3357 Manner of storage of records; conversion of electronic records into clear and legible paper form; admissibility in evidence of electronic records. 1. Except as otherwise required by federal or state law, any records maintained by a limited partnership in its regular c…

NRS 88.336 Form required for filing of records. 1. Each record filed with the Secretary of State pursuant to this chapter must be on or accompanied by a form prescribed by the Secretary of State. 2. The Secretary of State may refuse to file a record which does not comply with sub…

NRS 88.337 Procedure to submit replacement page to Secretary of State before actual filing of record. A general partner of a limited partnership may authorize the Secretary of State in writing to replace any page of a record submitted for filing on an expedited basis, before the …

NRS 88.338 Filing of records written in language other than English. No record 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 v…

NRS 88.339 Correction of inaccurate or defective record filed with Secretary of State; cancellation of filings. 1. A limited partnership may correct a record filed in the Office of the Secretary of State with respect to the limited partnership if the record contains an inaccurate…

NRS 88.340 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 th…

NRS 88.342 Business which may be carried on; prohibition against formation of limited partnership for certain illegal purposes. 1. A limited partnership may carry on any business that a partnership without limited partners may carry on except banking or insurance. 2. A person sha…

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…

NRS 88.350 Filing requirements; required and optional provisions of certificate of limited partnership. 1. In order to form a limited partnership, a certificate of limited partnership must be signed and filed in the Office of the Secretary of State. The certificate must set forth…

NRS 88.352 Penalty for purporting to do business as limited partnership without filing certificate of limited partnership; enforcement; regulations. 1. Every person, other than a foreign limited partnership, who is purporting to do business in this State as a limited partnership …

NRS 88.355 Amendment and restatement of certificate of limited partnership. 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 partner…

NRS 88.360 Cancellation of certificate of limited partnership. 1. A certificate of limited partnership must be cancelled 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 mu…

NRS 88.365 Authority of district court to order signing of certificate. If a person required by NRS 88.375 to sign 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 signing o…

NRS 88.370 Notice imparted by filing certificate of limited 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…

NRS 88.375 Manner in which certificates must be signed. 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 signed in the following manner: (a) An original certificate of limited partnership must be signed b…

NRS 88.380 Filing and effectiveness of certificates or judicial decrees. 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 St…

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 …

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 …

NRS 88.395 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 to…

NRS 88.397 Additional filing requirements for certain partnerships: Criteria; statement; fees. 1. At the time of submitting any list required pursuant to NRS 88.395, a limited partnership that meets the criteria set forth in subsection 2 must submit: (a) The statement required pu…

NRS 88.400 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 88.395 and has pa…

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 providing written notice to its registered agent, each defaulting limited partnership. The written notice: (a) Must includ…

NRS 88.410 Defaulting partnerships: Conditions and procedure for reinstatement. 1. Except as otherwise provided in subsections 3 and 4 and NRS 88.3355, the Secretary of State shall reinstate any limited partnership which has forfeited or which forfeits its right to transact busin…

NRS 88.413 Renewal or revival of certificate: Procedure; fee; certificate as evidence; status of partnership. 1. Except as otherwise provided in NRS 88.3355 and 88.6067, a limited partnership which did exist or is existing under this chapter may, upon complying with the provision…

NRS 88.415 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 registe…

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 par…

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 the limited partner is also a general partner or, in addition to the exercise of his or her rights and pow…

NRS 88.435 Liability of person erroneously believing self to be 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 the person has become a limited partner in the enterp…

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 reasona…

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 …

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 p…

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. Exc…

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…

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…

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 p…

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 …

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 the partner’s withdrawal from the lim…

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 gener…

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 the withdrawing partner is entitled under the partnership agreement and, if not otherwise provi…

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…