Title 7

NRS 87A.035 “Distribution” defined. “Distribution” means a transfer of money or other property from a limited partnership to a partner in the partner’s capacity as a partner or to a transferee on account of a transferable interest owned by the transferee. (Added to NRS by 2007, 4…

NRS 87A.040 “Foreign limited partnership” defined. “Foreign limited partnership” means a partnership formed under the laws of a jurisdiction other than this State and required by those laws to have one or more general partners and one or more limited partners. The term includes a…

NRS 87A.045 “Foreign registered limited-liability limited partnership” defined. “Foreign registered limited-liability limited partnership” means a foreign limited-liability limited partnership: 1. Formed pursuant to an agreement governed by the laws of another state; and 2. Regis…

NRS 87A.050 “General partner” defined. “General partner” means: 1. With respect to a limited partnership, a person that: (a) Becomes a general partner under NRS 87A.350; or (b) Was a general partner in a limited partnership subject to chapter 88 of NRS when the limited partnershi…

NRS 87A.055 “Limited partner” defined. “Limited partner” means: 1. With respect to a limited partnership, a person that: (a) Becomes a limited partner under NRS 87A.320; or (b) Was a limited partner in a limited partnership subject to chapter 88 of NRS when the limited partnershi…

NRS 87A.060 “Limited partnership” defined. “Limited partnership,” except in the phrases “foreign limited partnership,” “foreign limited-liability limited partnership” and “foreign registered limited-liability limited partnership,” means an entity, having one or more general partn…

NRS 87A.065 “Partner” defined. “Partner” means a limited partner or general partner. (Added to NRS by 2007, 438)

NRS 87A.070 “Partnership agreement” defined. “Partnership agreement” means the partners’ agreement, whether oral, implied, in a record, or in any combination, concerning the limited partnership. The term includes the agreement as amended. (Added to NRS by 2007, 438)

NRS 87A.075 “Person” defined. “Person” means any natural person, corporation, business trust, estate, trust, partnership, limited-liability company, association, joint venture, government, governmental subdivision, agency or instrumentality, any public corporation or any other le…

NRS 87A.080 “Person withdrawn as a general partner” defined. “Person withdrawn as a general partner” means a person withdrawn as a general partner of a limited partnership. (Added to NRS by 2007, 438)

NRS 87A.085 “Principal office” defined. “Principal office” means the office where the principal executive office of a limited partnership or foreign limited partnership is located, whether or not the office is located in this State. (Added to NRS by 2007, 438)

NRS 87A.095 “Registered agent” defined. “Registered agent” has the meaning ascribed to it in NRS 77.230. (Added to NRS by 2007, 439)—(Substituted in revision for NRS 87A.107)

NRS 87A.100 “Registered limited-liability limited partnership” defined. “Registered limited-liability limited partnership” means a limited partnership: 1. Formed pursuant to an agreement governed by this chapter; and 2. Registered pursuant to and complying with NRS 87A.630 to 87A…

NRS 87A.105 “Required information” defined. “Required information” means the information that a limited partnership is required to maintain under NRS 87A.195. (Added to NRS by 2007, 439)

NRS 87A.108 “Restricted limited partnership” defined. “Restricted limited partnership” means a limited partnership organized and existing under this chapter that elects to include the optional provisions permitted by NRS 87A.235. (Added to NRS by 2009, 1700)

NRS 87A.120 “State” defined. “State” means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands or any territory or insular possession subject to the jurisdiction of the United States. (Added to NRS by 2007, 439)

NRS 87A.130 “Transfer” defined. “Transfer” includes an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift and transfer by operation of law. (Added to NRS by 2007, 439)

NRS 87A.135 “Transferable interest” defined. “Transferable interest” means a partner’s right to receive distributions. (Added to NRS by 2007, 439)

NRS 87A.140 “Transferee” defined. “Transferee” means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a partner. (Added to NRS by 2007, 439)

NRS 87A.145 Applicability. The provisions of this chapter apply to a limited partnership: 1. Which was formed before, on or after October 1, 2007, and which voluntarily elects to be governed by the provisions of this chapter; or 2. Which is formed on or after October 1, 2007, and…

NRS 87A.147 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 t…

NRS 87A.150 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; (c) Has reason to know it exists from all of the facts known to the person …

NRS 87A.155 Nature, purpose and duration of entity; prohibition against organization for certain illegal purposes. 1. A limited partnership is an entity distinct from its partners. A limited partnership is the same entity regardless of whether the limited partnership has register…

NRS 87A.160 Powers. A limited partnership has the powers to do all things necessary or convenient to carry on its activities, including the power to sue, be sued and defend in its own name and to maintain an action against a partner for harm caused to the limited partnership by a…

NRS 87A.165 Governing law. The law of this State governs: 1. Relations among the partners of a limited partnership and between the partners and the limited partnership; and 2. The liability of partners as partners for an obligation of the limited partnership. (Added to NRS by 200…

NRS 87A.170 Supplemental principles of law; rate of interest. 1. Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. 2. If an obligation to pay interest arises under this chapter and the rate is not specified, the r…

NRS 87A.175 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 87A.635, the name proposed for a limited partnership as set forth in its…

NRS 87A.180 Name of partnership: Reservation; transfer of right to exclusive use of reserved name. 1. The exclusive right to the use of a name may be reserved by: (a) Any person intending to organize a limited partnership under this chapter and to adopt that name; (b) Any domesti…

NRS 87A.185 Name of partnership: Reinstatement or revival under old or new name; regulations. 1. Except as otherwise provided in subsection 2, if a limited partnership applies to reinstate or revive its right to transact business but its name has been legally reserved or acquired…

NRS 87A.190 Effect of partnership agreement; nonwaivable provisions. 1. Except as otherwise provided in subsection 2, the partnership agreement governs relations among the partners and between the partners and the partnership. To the extent the partnership agreement does not othe…

NRS 87A.195 Information required to be maintained at principal office in State or with custodian of records. A limited partnership shall maintain at its principal office in this State or with its custodian of records whose name and street address are available at the limited part…

NRS 87A.200 Statement to be maintained at principal office or with custodian of records; requirement to assist in criminal investigation; failure to comply; regulations. 1. A limited partnership shall maintain at its principal office in this State or with its custodian of records…

NRS 87A.203 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 87A.205 Business transactions of partner with partnership. A partner may lend money to and transact other business with the limited partnership and has the same rights and obligations with respect to the loan or other transaction as a person that is not a partner. (Added to N…

NRS 87A.210 Dual capacity. A person may be both a general partner and a limited partner. A person that is both a general and limited partner has the rights, powers, duties and obligations provided by this chapter and the partnership agreement in each of those capacities. When the…

NRS 87A.215 Registered agent required; maintenance of records at principal office in State or with custodian of records; change of address. 1. Each limited partnership shall designate and continuously maintain: (a) A principal office in this State, which may but need not be a pla…

NRS 87A.220 Registered agent: Revocation of appointment; change of name. 1. If a limited partnership created pursuant to this chapter desires to change its registered agent, the change may be effected by filing with the Secretary of State a certificate of change of registered age…

NRS 87A.225 Resignation of registered agent or 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 77.3…

NRS 87A.230 Consent and proxies of partners. Action requiring the consent of partners under this chapter may be taken without a meeting, and a partner may appoint a proxy to consent or otherwise act for the partner by signing an appointment record, either personally or by the par…

NRS 87A.235 Formation of limited partnership; certificate of limited partnership. 1. In order for a limited partnership to be formed, a certificate of limited partnership must be delivered to the Secretary of State for filing. The certificate must state: (a) The name of the limit…

NRS 87A.237 Penalty for purporting to do business as limited partnership without registration; enforcement; regulations. 1. Every person, other than a foreign limited partnership, who is purporting to do business in this State as a limited partnership and who willfully fails or n…

NRS 87A.240 Amendment or restatement of certificate. 1. In order to amend its certificate of limited partnership, a limited partnership must deliver to the Secretary of State for filing an amendment or articles of merger stating: (a) The name of the limited partnership; and (b) T…

NRS 87A.245 Statement of termination. A dissolved limited partnership that has completed winding up may deliver to the Secretary of State for filing a certificate of cancellation that states: 1. The name of the limited partnership; and 2. Any other information as determined by th…

NRS 87A.250 Signing of records. 1. Each record delivered to the Secretary of State for filing pursuant to this chapter must be signed in the following manner: (a) A certificate of limited partnership must be signed by all general partners listed in the certificate. (b) An amendme…

NRS 87A.255 Signing and filing pursuant to judicial order. 1. If a person required by this chapter to sign a record or deliver a record to the Secretary of State for filing does not do so, any other person that is aggrieved may petition the district court to order: (a) The person…

NRS 87A.260 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…