Title 7

NRS 87.4346 Purchase of dissociated partner’s interest. 1. If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under NRS 87.4351, the partnership shall cause the dissociated partner’s interest in the partner…

NRS 87.4347 Power of dissociated partner to bind; liability to partnership. 1. For 2 years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership is bound by an act of the dissociated partner which would have bou…

NRS 87.4348 Liability of dissociated partner to other persons. 1. A partner’s dissociation does not of itself discharge the partner’s liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred aft…

NRS 87.4349 Statement of dissociation. 1. A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership and that the partner is dissociated from the partnership. 2. A statement of dissociation is a limitation on the authority of…

NRS 87.435 Continued use of partnership name. Continued use of a partnership name, or a dissociated partner’s name as part thereof, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership cont…

NRS 87.4351 Events causing dissolution and winding up of partnership business. A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events: 1. In a partnership at will, the partnership’s having notice from a partner, othe…

NRS 87.4352 Partnership continues after dissolution. 1. Subject to subsection 2, a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed. 2. At any time after the dis…

NRS 87.4353 Right to wind up partnership business. 1. After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership’s business, but on application of any partner, any partner’s legal representative or any transferee, the district co…

NRS 87.4354 Power of partner to bind partnership after dissolution. Subject to NRS 87.4355, a partnership is bound by a partner’s act after dissolution that: 1. Is appropriate for winding up the partnership business; or 2. Would have bound the partnership under NRS 87.4325 before…

NRS 87.4355 Statement of dissolution. 1. After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business. 2. A statement of dissolution ca…

NRS 87.4356 Liability of partner to other partners after dissolution. 1. Except as otherwise provided in subsection 2 and NRS 87.433, after dissolution a partner is liable to the other partners for the partner’s share of any partnership liability incurred under NRS 87.4354. 2. A …

NRS 87.4357 Settlement of accounts and contributions among partners. 1. In winding up a partnership’s business, the assets of the partnership, including the contributions of the partners required by this section, must be applied to discharge its obligations to creditors, includin…

NRS 87.440 Filing requirements; prohibition against registration for certain illegal purposes; required and optional provisions of certificate of registration. 1. To become a registered limited-liability partnership, a partnership shall file with the Secretary of State a certific…

NRS 87.445 Penalty for purporting to do business as registered limited-liability partnership without registration; enforcement; regulations. 1. Every person, other than a foreign registered limited-liability partnership, who is purporting to do business in this State as a registe…

NRS 87.450 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 partnership must contain the words “Limited-Liability Pa…

NRS 87.455 Name of partnership: Reinstatement or revival under old or new name; regulations. 1. Except as otherwise provided in subsection 2, if a registered limited-liability partnership applies to reinstate or revive its right to transact business but its name has been legally …

NRS 87.460 Amendment of certificate of registration. 1. A certificate of registration of a registered limited-liability partnership may be amended by filing with the Secretary of State a certificate of amendment. The certificate of amendment must set forth: (a) The name of the re…

NRS 87.470 Termination of registration. The registration of a registered limited-liability partnership is effective until: 1. Its certificate of registration is revoked pursuant to NRS 87.520; or 2. The registered limited-liability partnership files with the Secretary of State a …

NRS 87.480 Registered agent required. A registered limited-liability partnership must have a registered agent who resides or is located in this State. A registered agent must have a street address for the service of process that is the principal office of the registered limited-l…

NRS 87.490 Change of location of principal office. 1. If a registered limited-liability partnership wishes to change the location of its principal office in this State, it shall first file with the Secretary of State a certificate of change of principal office that sets forth: (a…

NRS 87.500 Resignation of registered agent; termination of registration of commercial registered agent. 1. If a registered agent resigns pursuant to NRS 77.370 or if a commercial registered agent terminates its registration as a commercial registered agent pursuant to NRS 77.330,…

NRS 87.510 Annual list: Filing requirements; fees; notice; regulations. 1. A registered limited-liability partnership shall, at the time of the filing of its certificate of registration with the Secretary of State, or, if the registered limited-liability partnership has selected …

NRS 87.515 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 partnership shall maintain at its principal place of busin…

NRS 87.520 Defaulting partnerships: Identification; penalty; reinstatement of partnership which is unit-owners’ association; duties of Secretary of State; revocation of registration. 1. A registered limited-liability partnership that fails to comply with the provisions of NRS 87.…

NRS 87.530 Defaulting partnerships: Conditions and procedure for reinstatement. 1. Except as otherwise provided in subsection 3 and NRS 87.515, the Secretary of State shall reinstate the certificate of registration of a registered limited-liability partnership that is revoked pur…

NRS 87.533 Dissolution of partnership whose registration has been revoked without additional fees and penalties; regulations. 1. The Secretary of State shall authorize a registered limited-liability partnership whose certificate of registration has been revoked to dissolve withou…

NRS 87.537 Renewal or revival of registration: Procedure; fee; certificate as evidence; status of partnership. 1. Except as otherwise provided in NRS 87.515, a registered limited-liability partnership which did exist or is existing under the laws of this State may, upon complying…

NRS 87.540 Status of partnership and liability of partners not affected by errors in certain filed information. The status of a partnership as a registered limited-liability partnership, and the liability of its partners, are not affected by errors in the information contained in…

NRS 87.5405 Penalty for doing business without registration; enforcement; regulations. 1. Every foreign registered limited-liability partnership which is doing business in this State and which willfully fails or neglects to register with the Secretary of State pursuant to NRS 87.…

NRS 87.541 Annual list: Filing requirements; fees; powers and duties of Secretary of State; regulations. 1. Each foreign registered limited-liability partnership doing business in this State shall, at the time of the filing of its application for registration as a foreign registe…

NRS 87.5413 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 foreign registered limited-liability partnership shall maintain at its principal place…

NRS 87.5415 Certificate of authorization to transact business. If a foreign registered limited-liability partnership has filed the initial or annual list in compliance with NRS 87.541 and has paid the appropriate fee for the filing, the cancelled check or other proof of payment r…

NRS 87.542 Addresses of managing partners required; failure to file. 1. Each list required to be filed under the provisions of NRS 87.541 to 87.5443, inclusive, must, after the name of each managing partner listed thereon, set forth the address, either residence or business, of e…

NRS 87.5425 Defaulting partnerships: Identification; forfeiture of right to transact business; penalty. 1. Each foreign registered limited-liability partnership which is required to make a filing and pay the fee prescribed in NRS 87.541 to 87.5443, inclusive, and which refuses or…

NRS 87.543 Defaulting partnerships: Duties of Secretary of State. 1. The Secretary of State shall notify, by providing written notice to its registered agent, each foreign registered limited-liability partnership deemed in default pursuant to NRS 87.5425. The written notice: (a) …

NRS 87.5435 Defaulting partnerships: Conditions and procedure for reinstatement. 1. Except as otherwise provided in subsections 3 and 4 and NRS 87.5413, the Secretary of State shall reinstate a foreign registered limited-liability partnership which has forfeited or which forfeits…

NRS 87.544 Defaulting partnerships: Reinstatement or revival under old or new name; regulations. 1. Except as otherwise provided in subsection 2, if a foreign registered limited-liability partnership applies to reinstate or revive its certificate of registration and its name has …

NRS 87.5443 Renewal or revival of right to transact business: Procedure; fee; certificate as evidence; status of partnership. 1. Except as otherwise provided in NRS 87.5413, any foreign registered limited-liability partnership which has forfeited its right to transact business in…

NRS 87.5445 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 su…

NRS 87.545 Procedure to submit replacement page to Secretary of State before actual filing of record. A managing partner of a registered limited-liability partnership may authorize the Secretary of State in writing to replace any page of a record submitted for filing on an expedi…

NRS 87.547 Correction of inaccurate or defective record filed with Secretary of State; cancellation of filings. 1. A registered limited-liability partnership may correct a record filed in the Office of the Secretary of State with respect to the registered limited-liability partne…

NRS 87.550 Fees. In addition to any other fees required by NRS 87.440 to 87.540, inclusive, and 87.560, the Secretary of State shall charge and collect the following fees for services rendered pursuant to those sections: 1. For certifying records required by NRS 87.440 to 87.540,…

NRS 87.560 Operation of domestic partnership in another jurisdiction; registration of foreign registered limited-liability partnership. 1. To the extent permitted by the law of that jurisdiction: (a) A partnership, including a registered limited-liability partnership, formed and …

NRS 87.565 Secretary of State authorized to adopt certain regulations to allow 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 terms “mee…

NRS 87A.005 Short title. This chapter may be cited as the Uniform Limited Partnership Act (2001). (Added to NRS by 2007, 437)

NRS 87A.010 Definitions. As used in this chapter, unless the context otherwise requires, the words and terms defined in NRS 87A.015 to 87A.140, inclusive, have the meanings ascribed to them in those sections. (Added to NRS by 2007, 437; A 2009, 1702)