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2023 Nevada Revised Statutes › Chapter 87 - Partnerships › 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 partners specified in subsection 4.
2. The liabilities of the partnership rank in order of payment, as follows:
(a) Those owing to creditors other than partners.
(b) Those owing to partners other than for capital and profits.
(c) Those owing to partners in respect of capital.
(d) Those owing to partners in respect of profits.
3. The assets must be applied in order of their declaration in subsection 1 to the satisfaction of the liabilities.
4. Except as otherwise provided in subsection 2 of NRS 87.150:
(a) The partners shall contribute, as provided by subsection 1 of NRS 87.180, the amount necessary to satisfy the liabilities; and
(b) If any, but not all, of the partners are insolvent, or, not being subject to process, refuse to contribute, the other partners shall contribute their share of the liabilities, and, in the relative proportions in which they share the profits, the additional amount necessary to pay the liabilities.
5. An assignee for the benefit of creditors or any person appointed by the court may enforce the contributions specified in subsection 4.
6. Any partner or his or her legal representative may enforce the contributions specified in subsection 4, to the extent of the amount which the partner or legal representative has paid in excess of his or her share of the liability.
7. The individual property of a deceased partner is liable for the contributions specified in subsection 4.
8. When partnership property and the individual properties of the partners are in possession of a court for distribution, partnership creditors have priority on partnership property and separate creditors on individual property, saving the rights of lien or secured creditors as heretofore.
9. Where a partner has become bankrupt or a partner’s estate is insolvent, the claims against the partner’s separate property rank in the following order:
(a) Those owing to separate creditors.
(b) Those owing to partnership creditors.
(c) Those owing to partners by way of contribution.
[Part 39:74:1931; 1931 NCL § 5028.38]—(NRS A 1995, 1473)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › 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 subsection 2 of NRS 87.380, without any settlement of accounts as between the retired or deceased partner or his or her estate and the person or partnership continuing the business, unless otherwise agreed, the retired or deceased partner or his or her legal representative as against such persons or partnership may have the value of the retired or deceased partner’s interest at the date of dissolution ascertained, and shall receive as an ordinary creditor an amount equal to the value of the retired or deceased partner’s interest in the dissolved partnership with interest, or, at the retired or deceased partner’s option or at the option of his or her legal representative, in lieu of interest, the profits attributable to the use of the retired or deceased partner’s right in the property of the dissolved partnership; provided that the creditors of the dissolved partnership as against the separate creditors, or the representative of the retired or deceased partner, shall have priority on any claim arising under this section as provided by subsection 8 of NRS 87.410.
[41:74:1931; 1931 NCL § 5028.40]
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › 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 dissolution, in the absence of any agreement to the contrary.
[42:74:1931; 1931 NCL § 5028.41]
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › 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)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › 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, state or foreign law governing insolvency.
(Added to NRS by 2005, 422)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › 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, inclusive.
(Added to NRS by 2005, 422; A 2007, 2428; 2015, 1296)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › 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 cancellation of any of the statements set forth in subsections 1 to 4, inclusive.
(Added to NRS by 2005, 422)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › 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 voluntarily elect to be governed by the provisions of NRS 87.010 to 87.430, inclusive.
(Added to NRS by 2005, 423; A 2007, 2428)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › 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 person at the time in question.
3. A person notifies or gives a notification to another by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person learns of it.
4. A person receives a notification when the notification:
(a) Comes to the person’s attention; or
(b) Is duly delivered at the person’s place of business or at any other place held out by the person as a place for receiving communications.
5. Except as otherwise provided in subsection 6, a person other than a natural person knows, has notice, or receives a notification of a fact for purposes of a particular transaction when the natural person conducting the transaction knows, has notice, or receives a notification of the fact, or in any event when the fact would have been brought to the natural person’s attention if the person had exercised reasonable diligence. The person exercises reasonable diligence if it maintains reasonable routines for communicating significant information to the natural person conducting the transaction and there is reasonable compliance with the routines. Reasonable diligence does not require a natural person acting for the person to communicate information unless the communication is part of the natural person’s regular duties or the natural person has reason to know of the transaction and that the transaction would be materially affected by the information.
6. A partner’s knowledge, notice, or receipt of a notification of a fact relating to the partnership is effective immediately as knowledge by, notice to, or receipt of a notification by the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner.
(Added to NRS by 2005, 422)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › 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 not otherwise provide, NRS 87.4301 to 87.4357, inclusive, govern relations among the partners and between the partners and the partnership.
2. The partnership agreement may not:
(a) Vary the rights and duties under NRS 87.4318 except to eliminate the duty to provide copies of statements to all of the partners;
(b) Unreasonably restrict the right of access to books and records under subsection 2 of NRS 87.4335;
(c) Eliminate the duty of loyalty under subsection 2 of NRS 87.4336 or paragraph (c) of subsection 2 of NRS 87.4345, but:
(1) The partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; or
(2) All of the partners or a number or percentage specified in the partnership agreement may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;
(d) Unreasonably reduce the duty of care under subsection 3 of NRS 87.4336 or paragraph (c) of subsection 2 of NRS 87.4345;
(e) Eliminate the obligation of good faith and fair dealing under subsection 4 of NRS 87.4336, but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;
(f) Vary the power to dissociate as a partner under subsection 1 of NRS 87.4344, except to require the notice under subsection 1 of NRS 87.4343 to be in writing;
(g) Vary the right of a court to expel a partner in the events specified in subsection 5 of NRS 87.4343;
(h) Vary the requirement to wind up the partnership business in cases specified in subsection 4, 5 or 6 of NRS 87.4351;
(i) Vary the law applicable to a registered limited-liability partnership pursuant to NRS 87.560; or
(j) Restrict rights of third parties pursuant to NRS 87.4301 to 87.4357, inclusive.
(Added to NRS by 2005, 423)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › 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 NRS 87.4301 to 87.4357, inclusive, and the rate is not specified, the rate is that specified in NRS 99.040.
(Added to NRS by 2005, 424)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › 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 effect provided in NRS 87.4301 to 87.4357, inclusive, with respect to partnership property located in or transactions that occur in this State.
2. A certified copy of a statement that has been filed in the Office of the Secretary of State and recorded in the office of the applicable county recorder has the effect provided for recorded statements in NRS 87.4301 to 87.4357, inclusive. A recorded statement that is not a certified copy of a statement filed in the Office of the Secretary of State does not have the effect provided for recorded statements in NRS 87.4301 to 87.4357, inclusive.
3. A statement filed by a partnership must be executed by at least two partners. Other statements must be executed by a partner or other person authorized by NRS 87.4301 to 87.4357, inclusive. A natural person who executes a statement as, or on behalf of, a partner or other person named as a partner in a statement shall personally declare under penalty of perjury that the contents of the statement are accurate.
4. A person authorized by NRS 87.4301 to 87.4357, inclusive, to file a statement may amend or cancel the statement by filing an amendment or cancellation that names the partnership, identifies the statement and states the substance of the amendment or cancellation.
5. A person who files a statement pursuant to this section shall promptly send a copy of the statement to every nonfiling partner and to any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or other person does not limit the effectiveness of the statement as to a person not a partner.
(Added to NRS by 2005, 424)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › 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)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › 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 share of the partnership profits; and
(b) Charged with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, distributed by the partnership to the partner and the partner’s share of the partnership losses.
2. Each partner is entitled to an equal share of the partnership profits and is chargeable with a share of the partnership losses in proportion to the partner’s share of the profits.
3. A partnership shall reimburse a partner for payments made and indemnify a partner for liabilities incurred by the partner in the ordinary course of the business of the partnership or for the preservation of its business or property.
4. A partnership shall reimburse a partner for an advance to the partnership beyond the amount of capital the partner agreed to contribute.
5. A payment or advance made by a partner which gives rise to a partnership obligation under subsection 3 or 4 constitutes a loan to the partnership which accrues interest from the date of the payment or advance.
6. Each partner has equal rights in the management and conduct of the partnership business.
7. A partner may use or possess partnership property only on behalf of the partnership.
8. A partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation for services rendered in winding up the business of the partnership.
9. A person may become a partner only with the consent of all of the partners.
10. A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business of a partnership and an amendment to the partnership agreement may be undertaken only with the consent of all of the partners.
11. This section does not affect the obligations of a partnership to other persons under NRS 87.4325.
(Added to NRS by 2005, 430)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › 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 former partners and their agents and attorneys access to books and records pertaining to the period during which they were partners. The right of access provides the opportunity to inspect and copy books and records during ordinary business hours. A partnership may impose a reasonable charge, covering the costs of labor and material, for copies of documents furnished.
3. Each partner and the partnership shall furnish to a partner, and to the legal representative of a deceased partner or partner under legal disability:
(a) Without demand, any information concerning the partnership’s business and affairs reasonably required for the proper exercise of the partner’s rights and duties under the partnership agreement or NRS 87.4301 to 87.4357, inclusive; and
(b) On demand, any other information concerning the partnership’s business and affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.
(Added to NRS by 2005, 430)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › 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 partners is limited to the following:
(a) To account to the partnership and hold as trustee for it any property, profit or benefit derived by the partner in the conduct and winding up of the partnership business or derived from a use by the partner of partnership property, including the appropriation of a partnership opportunity;
(b) To refrain from dealing with the partnership in the conduct or winding up of the partnership business as or on behalf of a party having an interest adverse to the partnership; and
(c) To refrain from competing with the partnership in the conduct of the partnership business before the dissolution of the partnership.
3. A partner’s duty of care to the partnership and the other partners in the conduct and winding up of the partnership business is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct or a knowing violation of law.
4. A partner shall discharge the duties to the partnership and the other partners under NRS 87.4301 to 87.4357, inclusive, or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing.
5. A partner does not violate a duty or obligation under NRS 87.4301 to 87.4357, inclusive, or under the partnership agreement merely because the partner’s conduct furthers the partner’s own interest.
6. A partner may lend money to and transact other business with the partnership, and as to each loan or transaction the rights and obligations of the partner are the same as those of a person who is not a partner, subject to other applicable law.
7. This section applies to a person winding up the partnership business as the personal or legal representative of the last surviving partner as if the person were a partner.
(Added to NRS by 2005, 431)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › 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 the partnership or another partner for legal or equitable relief, with or without an accounting as to partnership business, to:
(a) Enforce the partner’s rights under the partnership agreement;
(b) Enforce the partner’s rights under NRS 87.4301 to 87.4357, inclusive, including:
(1) The partner’s rights under NRS 87.4333, 87.4335 or 87.4336;
(2) The partner’s right on dissociation to have the partner’s interest in the partnership purchased pursuant to NRS 87.4346 or enforce any other right under NRS 87.4343 to 87.435, inclusive; or
(3) The partner’s right to compel a dissolution and winding up of the partnership business under NRS 87.4351 or enforce any other right under NRS 87.4351 to 87.4357, inclusive; or
(c) Enforce the rights and otherwise protect the interests of the partner, including rights and interests arising independently of the partnership relationship.
3. The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law.
(Added to NRS by 2005, 431)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › 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 duties of the partners remain the same as they were at the expiration or completion, so far as is consistent with a partnership at will.
2. If the partners, or those of them who habitually acted in the business during the term or undertaking, continue the business without any settlement or liquidation of the partnership, they are presumed to have agreed that the partnership will continue.
(Added to NRS by 2005, 432)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › 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 business; and
(c) Does not, as against the other partners or the partnership, entitle the transferee, during the continuance of the partnership, to participate in the management or conduct of the partnership business, to require access to information concerning partnership transactions or to inspect or copy the partnership books or records.
2. A transferee of a partner’s transferable interest in the partnership has a right:
(a) To receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled;
(b) To receive upon the dissolution and winding up of the partnership business, in accordance with the transfer, the net amount otherwise distributable to the transferor; and
(c) To seek under subsection 6 of NRS 87.4351 a judicial determination that it is equitable to wind up the partnership business.
3. In a dissolution and winding up, a transferee is entitled to an account of partnership transactions only from the date of the latest account agreed to by all of the partners.
4. Upon transfer, the transferor retains the rights and duties of a partner other than the interest in distributions transferred.
5. A partnership need not give effect to a transferee’s rights under this section until it has notice of the transfer.
6. A transfer of a partner’s transferable interest in the partnership in violation of a restriction on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer.
(Added to NRS by 2005, 432)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › NRS 87.4342 - Transferable interest of partner subject to charging order.

1. On application by a judgment creditor of a partner or of a partner’s transferee, a court having jurisdiction may charge the transferable interest of the judgment debtor to satisfy the judgment. The court may appoint a receiver of the share of the distributions due or to become due to the judgment debtor in respect of the partnership and make all other orders, directions, accounts and inquiries the judgment debtor might have made or which the circumstances of the case may require.
2. A charging order constitutes a lien on the judgment debtor’s transferable interest in the partnership. The court may order a foreclosure of the interest subject to the charging order at any time. The purchaser at the foreclosure sale has the rights of a transferee.
3. At any time before foreclosure, an interest charged may be redeemed:
(a) By the judgment debtor;
(b) With property other than partnership property, by one or more of the other partners; or
(c) With partnership property, by one or more of the other partners with the consent of all of the partners whose interests are not so charged.
4. NRS 87.4301 to 87.4357, inclusive, does not deprive a partner of a right under exemption laws with respect to the partner’s interest in the partnership.
5. This section provides the exclusive remedy by which a judgment creditor of a partner or partner’s transferee may satisfy a judgment out of the judgment debtor’s transferable interest in the partnership.
(Added to NRS by 2005, 433)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › NRS 87.4344 - Power of partner to dissociate; wrongful dissociation.

1. A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to subsection 1 of NRS 87.4343.
2. A partner’s dissociation is wrongful only if:
(a) It is in breach of an express provision of the partnership agreement; or
(b) In the case of a partnership for a definite term or particular undertaking, before the expiration of the term or the completion of the undertaking:
(1) The partner withdraws by express will, unless the withdrawal follows within 90 days after another partner’s dissociation by death or otherwise under subsections 6 to 10, inclusive, of NRS 87.4343 or wrongful dissociation under this subsection;
(2) The partner is expelled by judicial determination under subsection 5 of NRS 87.4343;
(3) The partner is dissociated by becoming a debtor in bankruptcy; or
(4) In the case of a partner who is not a natural person, a trust other than a business trust or an estate, the partner is expelled or otherwise dissociated because it willfully dissolved or terminated.
3. A partner who wrongfully dissociates is liable to the partnership and to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the partner to the partnership or to the other partners.
(Added to NRS by 2005, 434)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › NRS 87.4345 - Effect of dissociation.

1. If a partner’s dissociation results in a dissolution and winding up of the partnership business, the provisions of NRS 87.4351 to 87.4357, inclusive, apply. If a partner’s dissociation does not result in a dissolution and winding up of the partnership business, the provisions of NRS 87.4346 to 87.435, inclusive, apply.
2. Upon a partner’s dissociation:
(a) The partner’s right to participate in the management and conduct of the partnership business terminates, except as otherwise provided in NRS 87.4353;
(b) The partner’s duty of loyalty under paragraph (c) of subsection 2 of NRS 87.4336 terminates; and
(c) The partner’s duty of loyalty under paragraphs (a) and (b) of subsection 2 of NRS 87.4336 and duty of care under subsection 3 of NRS 87.4336 continue only with regard to matters arising and events occurring before the partner’s dissociation, unless the partner participates in winding up the partnership’s business pursuant to NRS 87.4353.
(Added to NRS by 2005, 435)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › 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 bound the partnership under NRS 87.4325 before dissociation only if at the time of entering into the transaction the other party:
(a) Reasonably believed that the dissociated partner was then a partner;
(b) Did not have notice of the partner’s dissociation; and
(c) Is not deemed to have had knowledge under subsection 5 of NRS 87.4327 or notice under subsection 3 of NRS 87.4349.
2. A dissociated partner is liable to the partnership for any damage caused to the partnership arising from an obligation incurred by the dissociated partner after dissociation for which the partnership is liable under subsection 1.
(Added to NRS by 2005, 436)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › 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 after dissociation, except as otherwise provided in subsection 2.
2. A partner who dissociates without resulting in a dissolution and winding up of the partnership business is liable as a partner to the other party in a transaction entered into by the partnership, within 2 years after the partner’s dissociation, only if the partner is liable for the obligation under NRS 87.433 and at the time of entering into the transaction the other party:
(a) Reasonably believed that the dissociated partner was then a partner;
(b) Did not have notice of the partner’s dissociation; and
(c) Is not deemed to have had knowledge under subsection 5 of NRS 87.4327 or notice under subsection 3 of NRS 87.4349.
3. By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation.
4. A dissociated partner is released from liability for a partnership obligation if a partnership creditor, with notice of the partner’s dissociation but without the partner’s consent, agrees to a material alteration in the nature or time of payment of a partnership obligation.
(Added to NRS by 2005, 437)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › 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 a dissociated partner for the purposes of subsections 4 and 5 of NRS 87.4327.
3. For the purposes of paragraph (c) of subsection 1 of NRS 87.4347 and paragraph (c) of subsection 2 of NRS 87.4348, a person not a partner is deemed to have notice of the dissociation 90 days after the statement of dissociation is filed.
(Added to NRS by 2005, 437)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › 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, other than a partner who is dissociated under subsections 2 to 10, inclusive, of NRS 87.4343, of that partner’s express will to withdraw as a partner, or on a later date specified by the partner;
2. In a partnership for a definite term or particular undertaking:
(a) Within 90 days after a partner’s dissociation by death or otherwise under subsections 6 to 10, inclusive, of NRS 87.4343 or wrongful dissociation under subsection 2 of NRS 87.4344, the express will of at least half of the remaining partners to wind up the partnership business, for which purpose a partner’s rightful dissociation pursuant to subparagraph (1) of paragraph (b) of subsection 2 of NRS 87.4344 constitutes the expression of that partner’s will to wind up the partnership business;
(b) The express will of all of the partners to wind up the partnership business; or
(c) The expiration of the term or the completion of the undertaking;
3. An event agreed to in the partnership agreement resulting in the winding up of the partnership business;
4. An event that makes it unlawful for all or substantially all of the business of the partnership to be continued, but a cure of illegality within 90 days after notice to the partnership of the event is effective retroactively to the date of the event for purposes of this section;
5. On application by a partner, a judicial determination that:
(a) The economic purpose of the partnership is likely to be unreasonably frustrated;
(b) Another partner has engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with that partner; or
(c) It is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement; or
6. On application by a transferee of a partner’s transferable interest, a judicial determination that it is equitable to wind up the partnership business:
(a) After the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer; or
(b) At any time, if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer.
(Added to NRS by 2005, 437)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › 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 dissolution of a partnership and before the winding up of its business is completed, all of the partners, including any dissociating partner other than a wrongfully dissociating partner, may waive the right to have the partnership’s business wound up and the partnership terminated. In that event:
(a) The partnership resumes carrying on its business as if dissolution had never occurred, and any liability incurred by the partnership or a partner after the dissolution and before the waiver is determined as if dissolution had never occurred; and
(b) The rights of a third party accruing under subsection 1 of NRS 87.4354 or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver may not be adversely affected.
(Added to NRS by 2005, 438)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › 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 court, for good cause shown, may order judicial supervision of the winding up.
2. The legal representative of the last surviving partner may wind up a partnership’s business.
3. A person winding up a partnership’s business may preserve the partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal or administrative, settle and close the partnership’s business, dispose of and transfer the partnership’s property, discharge the partnership’s liabilities, distribute the assets of the partnership pursuant to NRS 87.4357, settle disputes by mediation or arbitration, and perform other necessary acts.
(Added to NRS by 2005, 439)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › 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 dissolution, if the other party to the transaction did not have notice of the dissolution.
(Added to NRS by 2005, 439)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › 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 cancels a filed statement of partnership authority for the purposes of subsection 4 of NRS 87.4327 and is a limitation on authority for the purposes of subsection 5 of NRS 87.4327.
3. For the purposes of NRS 87.4325 and 87.4354, a person not a partner is deemed to have notice of the dissolution and the limitation on the partners’ authority as a result of the statement of dissolution 90 days after it is filed.
4. After filing and, if appropriate, recording a statement of dissolution, a dissolved partnership may file and, if appropriate, record a statement of partnership authority which will operate with respect to a person not a partner as provided in subsections 4 and 5 of NRS 87.4327 in any transaction, whether or not the transaction is appropriate for winding up the partnership business.
(Added to NRS by 2005, 439)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › 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 partner who, with knowledge of the dissolution, incurs a partnership liability under subsection 2 of NRS 87.4354 by an act that is not appropriate for winding up the partnership business is liable to the partnership for any damage caused to the partnership arising from the liability.
(Added to NRS by 2005, 439)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › 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, including, to the extent permitted by law, partners who are creditors. Any surplus must be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under subsection 2.
2. Each partner is entitled to a settlement of all partnership accounts upon winding up the partnership business. In settling accounts among the partners, profits and losses that result from the liquidation of the partnership assets must be credited and charged to the partners’ accounts. The partnership shall make a distribution to a partner in an amount equal to any excess of the credits over the charges in the partner’s account. A partner shall contribute to the partnership an amount equal to any excess of the charges over the credits in the partner’s account but excluding from the calculation charges attributable to an obligation for which the partner is not personally liable under NRS 87.433.
3. If a partner fails to contribute the full amount required under subsection 2, all of the other partners shall contribute, in the proportions in which those partners share partnership losses, the additional amount necessary to satisfy the partnership obligations for which they are personally liable under NRS 87.433. A partner or partner’s legal representative may recover from the other partners any contributions the partner makes to the extent the amount contributed exceeds that partner’s share of the partnership obligations for which the partner is personally liable under NRS 87.433.
4. After the settlement of accounts, each partner shall contribute, in the proportion in which the partner shares partnership losses, the amount necessary to satisfy partnership obligations that were not known at the time of the settlement and for which the partner is personally liable under NRS 87.433.
5. The estate of a deceased partner is liable for the partner’s obligation to contribute to the partnership.
6. An assignee for the benefit of creditors of a partnership or a partner, or a person appointed by a court to represent creditors of a partnership or a partner, may enforce a partner’s obligation to contribute to the partnership.
(Added to NRS by 2005, 439)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › 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 certificate of registration stating each of the following:
(a) The name of the partnership.
(b) The street address of its principal office.
(c) The information required pursuant to NRS 77.310.
(d) The name and business address of each managing partner.
(e) That the partnership thereafter will be a registered limited-liability partnership.
(f) Any other information that the partnership wishes to include.
2. The certificate of registration must be signed by a majority in interest of the partners or by one or more partners authorized to sign such a certificate.
3. The certificate of registration must be accompanied by a fee of $75.
4. The Secretary of State shall register as a registered limited-liability partnership any partnership that submits a completed certificate of registration with the required fee. A person shall not register a registered limited-liability partnership for any illegal purpose or with the fraudulent intent to conceal any business activity, or lack thereof, from another person or a governmental agency.
5. The registration of a registered limited-liability partnership is effective at the time of the filing of the certificate of registration.
(Added to NRS by 1995, 1466; A 2001, 3183; 2003, 3145; 2005, 2262; 2007, 2428, 2679; 2013, 864, 1282)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › 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 registered limited-liability partnership and who willfully fails or neglects to file with the Secretary of State a certificate of registration is subject to a fine of not less than $1,000 but not more than $10,000, to be recovered in a court of competent jurisdiction.
2. When the Secretary of State is advised that a person is subject to the fine described in subsection 1, the Secretary of State may, as soon as practicable, refer the matter to the district attorney of the county in which the person’s principal place of business is located or the Attorney General, or both, for a determination of whether to institute proceedings to recover the fine. The district attorney of the county in which the person’s principal place of business is located or the Attorney General may institute and prosecute the appropriate proceedings to recover the fine. If the district attorney or the Attorney General prevails in a proceeding to recover the fine described in subsection 1, the district attorney or the Attorney General is entitled to recover the costs of the proceeding, including, without limitation, the cost of any investigation and reasonable attorney’s fees.
3. In the course of an investigation of a violation of this section, the Secretary of State may require a registered limited-liability partnership to answer any interrogatory submitted by the Secretary of State that will assist in the investigation.
4. The Secretary of State may adopt regulations to administer the provisions of this section.
(Added to NRS by 2009, 1699; A 2013, 865)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › 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 acquired by any other artificial person formed, organized, registered or qualified pursuant to the provisions of this title whose name is on file with the Office of the Secretary of State or reserved in the Office of the Secretary of State pursuant to the provisions of this title, the applying registered limited-liability partnership shall submit in writing to the Secretary of State some other name under which it desires its right to transact business to be reinstated or revived. If that name is distinguishable from all other names reserved or otherwise on file, the Secretary of State shall reinstate or revive the registered limited-liability partnership under that new name.
2. If the applying registered limited-liability partnership submits the written, acknowledged consent of the artificial person having the name, or the person who has reserved the name, that is not distinguishable from the old name of the applying registered limited-liability partnership or a new name it has submitted, it may be reinstated or revived under that name.
3. For the purposes of this section, a proposed name is not distinguishable from a name on file or reserved name solely because one or the other contains distinctive lettering, a distinctive mark, a trademark or a trade name, or any combination of these.
4. The Secretary of State may adopt regulations that interpret the requirements of this section.
(Added to NRS by 1997, 2815; A 1999, 1617; 2003, 20th Special Session, 78; 2015, 1297)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › 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 registered limited-liability partnership; and
(b) The change to the information contained in the original certificate of registration or any other certificates of amendment.
2. The certificate of amendment must be:
(a) Signed by a managing partner of the registered limited-liability partnership; and
(b) Accompanied by a fee of $175.
3. A certificate filed pursuant to this section is effective at the time of the filing of the certificate with the Secretary of State or upon a later date and time as specified in the certificate, which date must not be more than 90 days after the date on which the certificate is filed. If a certificate filed pursuant to this section specifies a later effective date but does not specify an effective time, the certificate is effective at 12:01 a.m. in the Pacific time zone on the specified later date.
(Added to NRS by 1995, 1470; A 2001, 3183; 2003, 20th Special Session, 79; 2005, 2198; 2011, 2802)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › 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 notice of withdrawal signed by a managing partner. The notice must be accompanied by a fee of $100.
(Added to NRS by 1995, 1467; A 2001, 3184; 2003, 3145; 2003, 20th Special Session, 79; 2010, 26th Special Session, 74)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › 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-liability partnership in this State, and may have a separate mailing address that is different from the registered agent’s street address.
(Added to NRS by 1995, 1467; A 2007, 2679; 2009, 2840)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › 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) The name of the registered limited-liability partnership;
(b) The street address of its principal office; and
(c) The street address of its new principal office.
2. A certificate of change of principal office filed pursuant to this section must be:
(a) Signed by a managing partner of the registered limited-liability partnership; and
(b) Accompanied by a fee of $60.
3. A change authorized by this section becomes effective upon the filing of the proper certificate of change.
(Added to NRS by 1995, 1469; A 1999, 1618; 2001, 3184; 2003, 20th Special Session, 79; 2007, 2679)