Title 7

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 Where a partnership contract is rescinded on the ground of the fraud or misrepresentation of one of the parties thereto, the party entitled to rescind is, without prejudice to any other right, entitl…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,…

NRS 87.4304 “Distribution” defined. “Distribution” means a transfer of money or other property from a partnership to a partner in the partner’s capacity as a partner or to the partner’s transferee. (Added to NRS by 2005, 422)

NRS 87.4305 “Partnership” defined. “Partnership” means an association of two or more persons to carry on as co-owners of a business for profit formed under NRS 87.4322, predecessor law or comparable law of another jurisdiction. (Added to NRS by 2005, 422)

NRS 87.4306 “Partnership agreement” defined. “Partnership agreement” means the agreement, whether written, oral or implied, among the partners concerning the partnership, including amendments to the partnership agreement. (Added to NRS by 2005, 422)

NRS 87.4307 “Partnership at will” defined. “Partnership at will” means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking. (Added to NRS by 2005, 422)

NRS 87.4308 “Partnership interest” and “partner’s interest in the partnership” defined. “Partnership interest” or “partner’s interest in the partnership” means all of a partner’s interests in the partnership, including the partner’s transferable interest and all management and ot…

NRS 87.4309 “Person” defined. “Person” means any natural person, corporation, business trust, estate, trust, partnership, association, joint venture, government or governmental subdivision, agency or instrumentality or any other legal or commercial entity. (Added to NRS by 2005, …

NRS 87.431 “Property” defined. “Property” means all property, real, personal or mixed, tangible or intangible, or any interest therein. (Added to NRS by 2005, 422)

NRS 87.4311 “Registered limited-liability partnership” defined. “Registered limited-liability partnership” means a partnership formed pursuant to an agreement governed by NRS 87.4301 to 87.4357, inclusive, and registered pursuant to and complying with NRS 87.440 to 87.560, inclus…

NRS 87.4312 “Statement” defined. “Statement” means: 1. A statement of partnership authority under NRS 87.4327; 2. A statement of denial under NRS 87.4328; 3. A statement of dissociation under NRS 87.4349; 4. A statement of dissolution under NRS 87.4355; or 5. An amendment or canc…

NRS 87.4313 “Transfer” defined. “Transfer” includes an assignment, conveyance, lease, mortgage, deed and encumbrance. (Added to NRS by 2005, 422)

NRS 87.4314 Applicability. The provisions of NRS 87.4301 to 87.4357, inclusive, apply to a partnership: 1. Which voluntarily elects to be governed by the provisions of NRS 87.4301 to 87.4357, inclusive; or 2. Which is formed on or after July 1, 2006, and which does not voluntaril…

NRS 87.4315 Knowledge and notice. 1. A person knows a fact if the person has actual knowledge of it. 2. A person has notice of a fact if the person: (a) Knows of it; (b) Has received a notification of it; or (c) Has reason to know it exists from all of the facts known to the pers…

NRS 87.4316 Effect of partnership agreement; nonwaivable provisions. 1. Except as otherwise provided in subsection 2, relations among the partners and between the partners and the partnership are governed by the partnership agreement. To the extent the partnership agreement does …

NRS 87.4317 Supplemental principles of law. 1. Unless displaced by particular provisions of NRS 87.4301 to 87.4357, inclusive, the principles of law and equity supplement the provisions of NRS 87.4301 to 87.4357, inclusive. 2. If an obligation to pay interest arises pursuant to N…

NRS 87.4318 Execution, filing and recording of statements. 1. A statement may be filed in the Office of the Secretary of State. A certified copy of a statement that is filed in an office in another state may be filed in the Office of the Secretary of State. Either filing has the …

NRS 87.4319 Governing law. Except as otherwise provided in NRS 87.560, the law of the jurisdiction in which a partnership has its chief executive office governs relations among the partners and between the partners and the partnership. (Added to NRS by 2005, 425)

NRS 87.432 Partnership subject to amendment to or repeal of NRS 87.4301 to 87.4357, inclusive. A partnership governed by NRS 87.4301 to 87.4357, inclusive, is subject to any amendment to or repeal of NRS 87.4301 to 87.4357, inclusive. (Added to NRS by 2005, 425) Nature of Partner…

NRS 87.4321 Partnership as entity. 1. A partnership is an entity distinct from its partners. 2. A registered limited-liability partnership continues to be the same entity that existed before the filing of a certificate of registration pursuant to NRS 87.440. (Added to NRS by 2005…

NRS 87.4322 Formation of partnership. 1. Except as otherwise provided in subsection 2, the association of two or more persons to carry on as co-owners of a business for profit forms a partnership, whether or not the persons intend to form a partnership. 2. An association formed u…

NRS 87.4323 Partnership property. Property acquired by a partnership is property of the partnership and not of the partners individually. (Added to NRS by 2005, 425)

NRS 87.4324 When property is partnership property. 1. Property is partnership property if acquired in the name of: (a) The partnership; or (b) One or more partners with an indication in the instrument transferring title to the property of the person’s capacity as a partner or of …

NRS 87.4325 Partner agent of partnership. Subject to the effect of a statement of partnership authority under NRS 87.4327: 1. Each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the execution of an instrument in the partners…

NRS 87.4326 Transfer of partnership property. 1. Partnership property may be transferred as follows: (a) Subject to the effect of a statement of partnership authority under NRS 87.4327, partnership property held in the name of the partnership may be transferred by an instrument o…

NRS 87.4327 Statement of partnership authority. 1. A partnership may file a statement of partnership authority, which: (a) Must include: (1) The name of the partnership; (2) The street address of its chief executive office and of one office in this State, if there is one; (3) The…

NRS 87.4328 Statement of denial. A partner or other person named as a partner in a filed statement of partnership authority or in a list maintained by an agent pursuant to subsection 2 of NRS 87.4327 may file a statement of denial stating the name of the partnership and the fact …

NRS 87.4329 Partnership liable for actionable conduct of partner. 1. A 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 partner acting in the ordinary course of bus…

NRS 87.433 Liability of partners. 1. Except as otherwise provided in subsections 2 and 3, all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law. 2. A person admitted as a partner into an exi…

NRS 87.4331 Actions by and against partnership and partners. 1. A partnership may sue and be sued in the name of the partnership. 2. An action may be brought against the partnership and, to the extent not inconsistent with NRS 87.433, any or all of the partners in the same action…

NRS 87.4332 Liability of purported partner. 1. If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one or more persons not partners, the purported partner is liable to a person to whom the …

NRS 87.4333 Rights and duties of partner. 1. Each partner is deemed to have an account that is: (a) Credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner’s …

NRS 87.4334 Distributions in kind. A partner has no right to receive, and may not be required to accept, a distribution in kind. (Added to NRS by 2005, 430)

NRS 87.4335 Rights and duties of partner with respect to information. 1. A partnership shall keep its books and records, if any, at its chief executive office. 2. A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide…

NRS 87.4336 Conduct of partner: General standards. 1. The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care set forth in subsections 2 and 3. 2. A partner’s duty of loyalty to the partnership and the other …

NRS 87.4337 Actions by partnership and partners. 1. A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership. 2. A partner may maintain an action against th…

NRS 87.4338 Continuation of partnership beyond definite term or particular undertaking. 1. If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and …

NRS 87.4339 Partner not co-owner of partnership property. A partner is not a co-owner of partnership property and has no interest in partnership property which can be transferred, either voluntarily or involuntarily. (Added to NRS by 2005, 432)

NRS 87.434 Transferable interest of partner in partnership. The only transferable interest of a partner in the partnership is the partner’s share of the profits and losses of the partnership and the partner’s right to receive distributions. The interest is personal property. (Add…

NRS 87.4341 Transfer of transferable interest of partner. 1. A transfer, in whole or in part, of a partner’s transferable interest in the partnership: (a) Is permissible; (b) Does not by itself cause the partner’s dissociation or a dissolution and winding up of the partnership bu…