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2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.380 - Right of general partner and former general partner to information.

1. A general partner, without having any particular purpose for seeking the information, may inspect and copy during regular business hours:
(a) In the limited partnership’s designated office, required information; and
(b) At a reasonable location specified by the limited partnership, any other records maintained by the limited partnership regarding the limited partnership’s activities and financial condition.
2. Each general partner and the limited partnership shall furnish to a general partner:
(a) Without demand, any information concerning the limited partnership’s activities and activities reasonably required for the proper exercise of the general partner’s rights and duties under the partnership agreement or this chapter; and
(b) On demand, any other information concerning the limited partnership’s activities, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.
3. Subject to subsection 5, on 10 days’ demand made in a record received by the limited partnership, a person withdrawn as a general partner may have access to the information and records described in subsection 1 at the location specified in subsection 1 if:
(a) The information or record pertains to the period during which the person was a general partner;
(b) The person seeks the information or record in good faith; and
(c) The person satisfies the requirements imposed on a limited partner by subsection 2 of NRS 87A.335.
4. The limited partnership shall respond to a demand made pursuant to subsection 3 in the same manner as provided in subsection 3 of NRS 87A.335.
5. If a general partner dies, NRS 87A.485 applies.
6. The limited partnership may impose reasonable restrictions on the use of information under this section. In any dispute concerning the reasonableness of a restriction under this subsection, the limited partnership has the burden of proving reasonableness.
7. A limited partnership may charge a person withdrawn as a general partner that makes a demand under this section reasonable costs of copying, limited to the costs of labor and material.
8. A general partner or person withdrawn as a general partner may exercise the rights under this section through an attorney or other agent. Any restriction imposed under subsection 6 or by the partnership agreement applies both to the attorney or other agent and to the general partner or person withdrawn as a general partner.
9. The rights under this section do not extend to a person as transferee, but the rights under subsection 3 of a person withdrawn as a general partner may be exercised by the legal representative of a natural person withdrawn as a general partner under paragraph (b) or (c) of subsection 7 of NRS 87A.445.
(Added to NRS by 2007, 459)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.385 - General standards of conduct of general partner.

1. The only fiduciary duties that a general partner has to the limited partnership and the other partners are the duties of loyalty and care under subsections 2 and 3.
2. A general partner’s duty of loyalty to the limited partnership and the other partners is limited to the following:
(a) To account to the limited partnership and hold as trustee for it any property, profit or benefit derived by the general partner in the conduct and winding up of the limited partnership’s activities or derived from a use by the general partner of limited partnership property, including the appropriation of a limited partnership opportunity;
(b) To refrain from dealing with the limited partnership in the conduct or winding up of the limited partnership’s activities as or on behalf of a party having an interest adverse to the limited partnership; and
(c) To refrain from competing with the limited partnership in the conduct or winding up of the limited partnership’s activities.
3. A general partner’s duty of care to the limited partnership and the other partners in the conduct and winding up of the limited partnership’s activities is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct or a knowing violation of law.
4. A general partner shall discharge the duties to the partnership and the other partners under this chapter or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing.
5. A general partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the general partner’s conduct furthers the general partner’s own interest.
(Added to NRS by 2007, 460)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.390 - Form of contribution.

A contribution of a partner may consist of tangible or intangible property or other benefit to the limited partnership, including money, services performed, promissory notes, other agreements to contribute cash or property, and contracts for services to be performed.
(Added to NRS by 2007, 460)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.395 - Liability for contribution.

1. A partner’s obligation to contribute money or other property or other benefit to, or to perform services for, a limited partnership is not excused by the partner’s death, disability or other inability to perform personally.
2. If a partner does not make a promised nonmonetary contribution, the partner is obligated at the option of the limited partnership to contribute money equal to that portion of the value, as stated in the required information, of the stated contribution which has not been made.
3. The obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all partners. A creditor of a limited partnership which extends credit or otherwise acts in reliance on an obligation described in subsection 1, without notice of any compromise under this subsection, may enforce the original obligation.
(Added to NRS by 2007, 460)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.400 - Sharing of distributions.

A distribution by a limited partnership must be shared among the partners on the basis of the value, as stated in the required records when the limited partnership decides to make the distribution, of the contributions the limited partnership has received from each partner.
(Added to NRS by 2007, 461)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.415 - Distribution in kind.

A partner does not have a right to demand or receive any distribution from a limited partnership in any form other than cash. Subject to subsection 2 of NRS 87A.530, a limited partnership may distribute an asset in kind to the extent each partner receives a percentage of the asset equal to the partner’s share of distributions.
(Added to NRS by 2007, 461)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.420 - Right to distribution.

When a partner or transferee becomes entitled to receive a distribution, the partner or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution. However, the limited partnership’s obligation to make a distribution is subject to offset for any amount owed to the limited partnership by the partner or withdrawn partner on whose account the distribution is made.
(Added to NRS by 2007, 461)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.425 - Limitations on distribution.

1. A limited partnership may not make a distribution in violation of the partnership agreement.
2. A limited partnership may not make a distribution if after the distribution:
(a) The limited partnership would not be able to pay its debts as they become due in the ordinary course of the limited partnership’s activities; or
(b) The limited partnership’s total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the limited partnership were to be dissolved, wound up and terminated at the time of the distribution, to satisfy the preferential rights upon dissolution, winding up and termination of partners whose preferential rights are superior to those of persons receiving the distribution.
3. A limited partnership may base a determination that a distribution is not prohibited under subsection 2 on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances.
4. Except as otherwise provided in subsection 7, the effect of a distribution under subsection 2 is measured:
(a) In the case of distribution by purchase, redemption or other acquisition of a transferable interest in the limited partnership, as of the date money or other property is transferred or debt incurred by the limited partnership; and
(b) In all other cases, as of the date:
(1) The distribution is authorized, if the payment occurs within 120 days after that date; or
(2) The payment is made, if payment occurs more than 120 days after the distribution is authorized.
5. A limited partnership’s indebtedness to a partner incurred by reason of a distribution made in accordance with this section is at parity with the limited partnership’s indebtedness to its general, unsecured creditors.
6. A limited partnership’s indebtedness, including indebtedness issued in connection with or as part of a distribution, is not considered a liability for purposes of subsection 2 if the terms of the indebtedness provide that payment of principal and interest are made only to the extent that a distribution could then be made to partners under this section.
7. If indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is made.
(Added to NRS by 2007, 461)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.427 - Limitations on distributions applicable to restricted limited partnerships.

1. If the limited partnership has elected in its certificate of limited partnership to be a restricted limited partnership pursuant to NRS 87A.235, subject to the provisions of NRS 87A.425, and unless otherwise provided in the certificate of limited partnership, the limited partnership shall not make any distributions to its partners until 10 years after:
(a) The date of formation of the restricted limited partnership as long as the original certificate of limited partnership elected to be treated as a restricted limited partnership and as long as the limited partnership has remained a restricted limited partnership since the date of formation; or
(b) The effective date of the amendment to the certificate of limited partnership in which the limited partnership elected to be treated as a restricted limited partnership and as long as the limited partnership has remained a restricted limited partnership since the effective date of the amendment.
2. The provisions of this section apply as the default provisions of a restricted limited partnership to the extent the provisions of this section are inconsistent with or add to the other provisions of this chapter and to the extent not otherwise modified in the certificate of limited partnership of the restricted limited partnership.
(Added to NRS by 2009, 1700)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.430 - Liability for improper distributions.

1. A general partner that consents to a distribution made in violation of NRS 87A.425 is personally liable to the limited partnership for the amount of the distribution which exceeds the amount that could have been distributed without the violation if it is established that in consenting to the distribution the general partner failed to comply with NRS 87A.385.
2. A partner or transferee that received a distribution knowing that the distribution to that partner or transferee was made in violation of NRS 87A.425 is personally liable to the limited partnership but only to the extent that the distribution received by the partner or transferee exceeded the amount that could have been properly paid under NRS 87A.425.
3. A general partner against which an action is commenced under subsection 1 may:
(a) Implead in the action any other person that is liable under subsection 1 and compel contribution from the person; and
(b) Implead in the action any person that received a distribution in violation of subsection 2 and compel contribution from the person in the amount the person received in violation of subsection 2.
4. An action under this section is barred if it is not commenced within 2 years after the distribution.
(Added to NRS by 2007, 462)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.440 - Effect of withdrawal as limited partner.

1. Upon a person’s withdrawal as a limited partner:
(a) Subject to NRS 87A.485, the person does not have further rights as a limited partner;
(b) The person’s obligation of good faith and fair dealing as a limited partner under subsection 2 of NRS 87A.340 continues only as to matters arising and events occurring before the withdrawal; and
(c) Subject to NRS 87A.485 and the provisions of chapter 92A of NRS, any transferable interest owned by the person in the person’s capacity as a limited partner immediately before withdrawal is owned by the person as a mere transferee.
2. A person’s withdrawal as a limited partner does not of itself discharge the person from any obligation to the limited partnership or the other partners which the person incurred while a limited partner.
(Added to NRS by 2007, 463)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.450 - Power of person to withdraw as general partner; wrongful withdrawal.

1. A person has the power to withdraw as a general partner at any time, rightfully or wrongfully, by express will pursuant to subsection 1 of NRS 87A.445.
2. A person’s withdrawal as a general partner is wrongful only if:
(a) It is in breach of an express provision of the partnership agreement; or
(b) It occurs before the termination of the limited partnership, and:
(1) The person withdraws as a general partner by express will;
(2) The person is expelled as a general partner by judicial determination under subsection 5 of NRS 87A.445;
(3) The person is withdrawn as a general partner by becoming a debtor in bankruptcy; or
(4) In the case of a person that is not a natural person, a trust other than a business trust or an estate, the person is expelled or otherwise withdrawn as a general partner because it willfully dissolved or terminated.
3. A person that wrongfully withdraws as a general partner is liable to the limited partnership and, subject to NRS 87A.660, to the other partners for damages caused by the withdrawal. The liability is in addition to any other obligation of the general partner to the limited partnership or to the other partners.
(Added to NRS by 2007, 465)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.455 - Effect of withdrawal as general partner.

1. Upon a person’s withdrawal as a general partner:
(a) The person’s right to participate as a general partner in the management and conduct of the partnership’s activities terminates;
(b) The person’s duty of loyalty as a general partner under paragraph (c) of subsection 2 of NRS 87A.385 terminates;
(c) The person’s duty of loyalty as a general partner under paragraphs (a) and (b) of subsection 2 of NRS 87A.385 and duty of care under subsection 3 of NRS 87A.385 continue only with regard to matters arising and events occurring before the person’s withdrawal as a general partner;
(d) The person may sign and deliver to the Secretary of State for filing a certificate of withdrawal pertaining to the person and, at the request of the limited partnership, shall sign an amendment to the certificate of limited partnership which states that the person has withdrawn; and
(e) Subject to NRS 87A.485 and the provisions of chapter 92A of NRS, any transferable interest owned by the person immediately before withdrawal in the person’s capacity as a general partner is owned by the person as a mere transferee.
2. A person’s withdrawal as a general partner does not of itself discharge the person from any obligation to the limited partnership or the other partners which the person incurred while a general partner.
(Added to NRS by 2007, 465)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.460 - Power to bind and liability to limited partnership before dissolution of partnership of person withdrawn as general partner.

1. After a person is withdrawn as a general partner and before the limited partnership is dissolved, converted under chapter 92A of NRS or merged out of existence under chapter 92A of NRS, the limited partnership is bound by an act of the person only if:
(a) The act would have bound the limited partnership under NRS 87A.355 before the withdrawal; and
(b) At the time the other party enters into the transaction:
(1) Less than 2 years has passed since the withdrawal; and
(2) The other party does not have notice of the withdrawal and reasonably believes that the person is a general partner.
2. If a limited partnership is bound under subsection 1, the person withdrawn as a general partner which caused the limited partnership to be bound is liable:
(a) To the limited partnership for any damage caused to the limited partnership arising from the obligation incurred under subsection 1; and
(b) If a general partner or another person withdrawn as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability.
(Added to NRS by 2007, 466)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.465 - Liability to other persons of person withdrawn as general partner.

1. A person’s withdrawal as a general partner does not of itself discharge the person’s liability as a general partner for an obligation of the limited partnership incurred before withdrawal. Except as otherwise provided in subsections 2 and 3, the person is not liable for a limited partnership’s obligation incurred after withdrawal.
2. A person whose withdrawal as a general partner resulted in a dissolution and winding up of the limited partnership’s activities is liable to the same extent as a general partner under NRS 87A.365 on an obligation incurred by the limited partnership under NRS 87A.505.
3. A person that has withdrawn as a general partner but whose withdrawal did not result in a dissolution and winding up of the limited partnership’s activities is liable on a transaction entered into by the limited partnership after the withdrawal only if:
(a) A general partner would be liable on the transaction; and
(b) At the time the other party enters into the transaction:
(1) Less than 2 years has passed since the withdrawal; and
(2) The other party does not have notice of the withdrawal and reasonably believes that the person is a general partner.
4. By agreement with a creditor of a limited partnership and the limited partnership, a person withdrawn as a general partner may be released from liability for an obligation of the limited partnership.
5. A person withdrawn as a general partner is released from liability for an obligation of the limited partnership if the limited partnership’s creditor, with notice of the person’s withdrawal as a general partner but without the person’s consent, agrees to a material alteration in the nature or time of payment of the obligation.
(Added to NRS by 2007, 466)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.475 - Transfer of transferable interest of partner.

1. A transfer, in whole or in part, of a partner’s transferable interest:
(a) Is permissible;
(b) Does not by itself cause the partner’s withdrawal or a dissolution and winding up of the limited partnership’s activities; and
(c) Does not, as against the other partners or the limited partnership, entitle the transferee to participate in the management or conduct of the limited partnership’s activities, to require access to information concerning the limited partnership’s transactions except as otherwise provided in subsection 3, or to inspect or copy the required information or the limited partnership’s other records.
2. A transferee has a right to receive, in accordance with the transfer:
(a) Distributions to which the transferor would otherwise be entitled; and
(b) Upon the dissolution and winding up of the limited partnership’s activities the net amount otherwise distributable to the transferor.
3. In a dissolution and winding up, a transferee is entitled to an account of the limited partnership’s transactions only from the date of dissolution.
4. Upon transfer, the transferor retains the rights of a partner other than the interest in distributions transferred and retains all duties and obligations of a partner.
5. A limited partnership need not give effect to a transferee’s rights under this section until the limited partnership has notice of the transfer.
6. A transfer of a partner’s transferable interest in the limited 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.
7. A transferee that becomes a partner with respect to a transferable interest is liable for the transferor’s obligations under NRS 87A.395 and 87A.430. However, the transferee is not obligated for liabilities unknown to the transferee at the time the transferee became a partner.
(Added to NRS by 2007, 467)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.480 - Rights and remedies of creditor of partner.

1. On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the partner with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the partnership interest.
2. This section:
(a) Provides the exclusive remedy by which a judgment creditor of a partner or an assignee of a partner may satisfy a judgment out of the partnership interest of the judgment debtor. No other remedy, including, without limitation, foreclosure on the partner’s partnership interest or a court order for directions, accounts and inquiries that the debtor or partner might have made, is available to the judgment creditor attempting to satisfy the judgment out of the judgment debtor’s interest in the limited partnership, and no other remedy may be ordered by a court.
(b) Does not deprive any partner of the benefit of any exemption laws applicable to the partnership interest of the partner.
(c) Does not supersede any written agreement between a partner and creditor if the written agreement does not conflict with the partnership’s certificate of limited partnership or partnership agreement.
(Added to NRS by 2007, 467; A 2011, 2803)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.485 - Power of estate of deceased partner.

If a partner dies, the deceased partner’s personal representative or other legal representative may exercise the rights of a transferee as provided in NRS 87A.475 and, for the purposes of settling the estate, may exercise the rights of a current limited partner under NRS 87A.335.
(Added to NRS by 2007, 468)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.488 - Dissolution of partnership whose certificate has been revoked without additional fees and penalties; regulations.

1. The Secretary of State shall authorize a limited partnership whose certificate of limited partnership has been revoked to dissolve without paying additional fees and penalties, other than the fee for filing a certificate of cancellation required by NRS 87A.315, if the limited partnership provides evidence satisfactory to the Secretary of State that the limited partnership did not transact business in this State or as a limited partnership organized pursuant to the laws of this State:
(a) During the entire period for which its certificate of limited partnership was revoked; or
(b) During a portion of the period for which its certificate of limited partnership was revoked and the limited partnership paid the fees and penalties for the portion of that period in which the limited partnership transacted business in this State or as a limited partnership organized pursuant to the laws of this State.
2. The Secretary of State may adopt regulations to administer the provisions of this section.
(Added to NRS by 2015, 1298)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.490 - Nonjudicial dissolution.

Except as otherwise provided in NRS 87A.495, a limited partnership is dissolved, and its activities must be wound up, only upon the occurrence of any of the following:
1. The happening of an event specified in the partnership agreement;
2. The consent of all general partners and of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective;
3. After the withdrawal of a person as a general partner:
(a) If the limited partnership has at least one remaining general partner, the consent to dissolve the limited partnership given within 90 days after the withdrawal by partners owning a majority of the rights to receive distributions as partners at the time the consent is to be effective; or
(b) If the limited partnership does not have a remaining general partner, the passage of 90 days after the withdrawal, unless before the end of the period:
(1) Consent to continue the activities of the limited partnership and admit at least one general partner is given by limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective; and
(2) At least one person is admitted as a general partner in accordance with the consent; or
4. The passage of 90 days after the withdrawal of the limited partnership’s last limited partner, unless before the end of the period the limited partnership admits at least one limited partner.
(Added to NRS by 2007, 468)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.500 - Winding up.

1. A limited partnership continues after dissolution only for the purpose of winding up its activities.
2. In winding up its activities, the limited partnership:
(a) May amend its certificate of limited partnership to state that the limited partnership is dissolved, preserve the limited partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal or administrative, transfer the limited partnership’s property, settle disputes by mediation or arbitration, file a certificate of cancellation as provided in NRS 87A.245 and perform other necessary acts; and
(b) Shall discharge the limited partnership’s liabilities, settle and close the limited partnership’s activities and marshal and distribute the assets of the partnership.
3. If a dissolved limited partnership does not have a general partner, a person to wind up the dissolved limited partnership’s activities may be appointed by the consent of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective. A person appointed under this subsection:
(a) Has the powers of a general partner under NRS 87A.505; and
(b) Shall promptly amend the certificate of limited partnership to state:
(1) That the limited partnership does not have a general partner;
(2) The name of the person that has been appointed to wind up the limited partnership; and
(3) The street and mailing address of the person.
4. On the application of any partner, the district court may order judicial supervision of the winding up, including the appointment of a person to wind up the dissolved limited partnership’s activities, if:
(a) A limited partnership does not have a general partner and within a reasonable time following the dissolution no person has been appointed pursuant to subsection 3; or
(b) The applicant establishes other good cause.
(Added to NRS by 2007, 469)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.505 - Power of general partner and person withdrawn as general partner to bind partnership after dissolution.

1. A limited partnership is bound by a general partner’s act after dissolution which:
(a) Is appropriate for winding up the limited partnership’s activities; or
(b) Would have bound the limited partnership under NRS 87A.355 before dissolution, if, at the time the other party enters into the transaction, the other party does not have notice of the dissolution.
2. A person withdrawn as a general partner binds a limited partnership through an act occurring after dissolution if:
(a) At the time the other party enters into the transaction:
(1) Less than 2 years has passed since the withdrawal; and
(2) The other party does not have notice of the withdrawal and reasonably believes that the person is a general partner; and
(b) The act:
(1) Is appropriate for winding up the limited partnership’s activities; or
(2) Would have bound the limited partnership under NRS 87A.355 before dissolution and at the time the other party enters into the transaction the other party does not have notice of the dissolution.
(Added to NRS by 2007, 469)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.510 - Liability after dissolution of general partner and person withdrawn as general partner to limited partnership, other general partners and persons withdrawn as general partner.

1. If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under subsection 1 of NRS 87A.505 by an act that is not appropriate for winding up the partnership’s activities, the general partner is liable:
(a) To the limited partnership for any damage caused to the limited partnership arising from the obligation; and
(b) If another general partner or a person withdrawn as a general partner is liable for the obligation, to that other general partner or person for any damage caused to that other general partner or person arising from the liability.
2. If a person withdrawn as a general partner causes a limited partnership to incur an obligation under subsection 2 of NRS 87A.505, the person is liable:
(a) To the limited partnership for any damage caused to the limited partnership arising from the obligation; and
(b) If a general partner or another person withdrawn as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability.
(Added to NRS by 2007, 470)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.515 - Known claims against dissolved limited partnership.

1. A dissolved limited partnership may dispose of the known claims against it by following the procedure described in subsection 2.
2. A dissolved limited partnership may notify its known claimants of the dissolution in a record. The notice must:
(a) Specify the information required to be included in a claim;
(b) Provide a mailing address to which the claim is to be sent;
(c) State the deadline for receipt of the claim, which may not be less than 120 days after the date the notice is received by the claimant;
(d) State that the claim will be barred if not received by the deadline; and
(e) Unless the limited partnership has been throughout its existence a registered limited-liability limited partnership, state that the barring of a claim against the limited partnership will also bar any corresponding claim against any general partner or person withdrawn as a general partner which is based on NRS 87A.365.
3. A claim against a dissolved limited partnership is barred if the requirements of subsection 2 are met and:
(a) The claim is not received by the specified deadline; or
(b) In the case of a claim that is timely received but rejected by the dissolved limited partnership, the claimant does not commence an action to enforce the claim against the limited partnership within 90 days after the receipt of the notice of the rejection.
4. This section does not apply to a claim based on an event occurring after the effective date of dissolution or a liability that is contingent on that date.
(Added to NRS by 2007, 470)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.520 - Other claims against dissolved limited partnership.

1. A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the limited partnership to present them in accordance with the notice.
2. The notice must:
(a) Be published at least once in a newspaper of general circulation in the county in which the dissolved limited partnership’s principal office is located or, if it has none in this State, in the county in which the limited partnership’s designated office is or was last located;
(b) Describe the information required to be contained in a claim and provide a mailing address to which the claim is to be sent;
(c) State that a claim against the limited partnership is barred unless an action to enforce the claim is commenced within 5 years after publication of the notice; and
(d) Unless the limited partnership has been throughout its existence a registered limited-liability limited partnership, state that the barring of a claim against the limited partnership will also bar any corresponding claim against any general partner or person withdrawn as a general partner which is based on NRS 87A.365.
3. If a dissolved limited partnership publishes a notice in accordance with subsection 2, the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the dissolved limited partnership within 5 years after the publication date of the notice:
(a) A claimant that did not receive notice in a record under NRS 87A.515;
(b) A claimant whose claim was timely sent to the dissolved limited partnership but not acted on; and
(c) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
4. A claim not barred under this section may be enforced:
(a) Against the dissolved limited partnership, to the extent of its undistributed assets;
(b) If the assets have been distributed in liquidation, against a partner or transferee to the extent of that person’s proportionate share of the claim or the limited partnership’s assets distributed to the partner or transferee in liquidation, whichever is less, but a person’s total liability for all claims under this paragraph does not exceed the total amount of assets distributed to the person as part of the winding up of the dissolved limited partnership; or
(c) Against any person liable on the claim under NRS 87A.365.
(Added to NRS by 2007, 470)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.525 - Liability of general partner and person withdrawn as general partner when claim against limited partnership barred.

If a claim against a dissolved limited partnership is barred under NRS 87A.515 or 87A.520, any corresponding claim under NRS 87A.365 is also barred.
(Added to NRS by 2007, 471)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.530 - Disposition of assets; when contributions are required.

1. In winding up a limited partnership’s activities, the assets of the limited partnership, including the contributions required by this section, must be applied to satisfy the limited partnership’s obligations to creditors, including, to the extent permitted by law, partners that are creditors.
2. Any surplus remaining after the limited partnership complies with subsection 1 must be paid in cash as a distribution.
3. If a limited partnership’s assets are insufficient to satisfy all of its obligations under subsection 1, with respect to each unsatisfied obligation incurred when the limited partnership was not a limited-liability limited partnership, the following rules apply:
(a) Each person that was a general partner when the obligation was incurred and that has not been released from the obligation under NRS 87A.465 shall contribute to the limited partnership for the purpose of enabling the limited partnership to satisfy the obligation. The contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those persons when the obligation was incurred.
(b) If a person does not contribute the full amount required under paragraph (a) with respect to an unsatisfied obligation of the limited partnership, the other persons required to contribute by paragraph (a) on account of the obligation shall contribute the additional amount necessary to discharge the obligation. The additional contribution due from each of those other persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those other persons when the obligation was incurred.
(c) If a person does not make the additional contribution required by paragraph (b), further additional contributions are determined and due in the same manner as provided in that paragraph.
4. A person that makes an additional contribution under paragraph (b) or (c) of subsection 3 may recover from any person whose failure to contribute under paragraph (a) or (b) of subsection 3 necessitated the additional contribution. A person may not recover under this subsection more than the amount additionally contributed. A person’s liability under this subsection may not exceed the amount the person failed to contribute.
5. The estate of a deceased natural person is liable for the person’s obligations under this section.
6. An assignee for the benefit of creditors of a limited partnership or a partner, or a person appointed by a court to represent creditors of a limited partnership or a partner, may enforce a person’s obligation to contribute under subsection 3.
(Added to NRS by 2007, 471)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.535 - Governing law.

Subject to the Constitution of this State:
1. The laws of the state or jurisdiction under which a foreign limited partnership is organized govern its organization, internal affairs and the liability of its limited partners.
2. A foreign limited partnership may not be denied registration by reason of any difference between those laws and the laws of this State.
(Added to NRS by 2007, 472; A 2009, 1705)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.540 - Filing requirements; prohibition against registration for certain illegal purposes; required provisions of application for registration.

1. Before transacting business in this State, a foreign limited partnership shall register with the Secretary of State. A person shall not register a foreign limited partnership with the Secretary of State for any illegal purpose or with the fraudulent intent to conceal any business activity, or lack thereof, from another person or a governmental agency.
2. In order to register, a foreign limited partnership shall submit to the Secretary of State an application for registration as a foreign limited partnership, signed by a general partner. The application for registration must set forth:
(a) The name of the foreign limited partnership and, if different, the name under which it proposes to register and transact business in this State;
(b) The state or jurisdiction under whose law the foreign limited partnership is organized and the date of its organization;
(c) The information required pursuant to NRS 77.310;
(d) A statement that the Secretary of State is appointed the agent of the foreign limited partnership for service of process if the registered agent’s authority has been revoked or if the registered agent cannot be found or served with the exercise of reasonable diligence;
(e) The address of the office required to be maintained in the state or jurisdiction of its organization by the laws of that state or jurisdiction or, if not so required, of the principal office of the foreign limited partnership;
(f) The name and business address of each general partner; and
(g) The address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions, together with an undertaking by the foreign limited partnership to keep those records until the foreign limited partnership’s registration in this State is cancelled or withdrawn.
(Added to NRS by 2007, 472; A 2011, 98; 2013, 875)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.545 - Issuance of certificate of registration by Secretary of State.

1. If the Secretary of State finds that an application for registration filed by a foreign limited partnership conforms to law and all requisite fees have been paid, the Secretary of State shall issue a certificate of registration to transact business in this State and mail it to the person who filed the application or the person’s representative.
2. A certificate of registration does not authorize a foreign limited partnership to engage in any business or exercise any power that a limited partnership may not engage in or exercise in this State.
(Added to NRS by 2007, 473)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.550 - Registration of name.

Except as otherwise provided in NRS 87A.655, a foreign limited partnership may register with the Secretary of State under any name, whether or not it is the name under which it is registered in its state or jurisdiction of organization, that contains the words "limited partnership" or the abbreviations "L.P." or "LP" and that could be registered by a domestic limited partnership.
(Added to NRS by 2007, 473; A 2009, 1705; 2011, 99)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.555 - Amendments to application for registration.

If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign limited partnership shall promptly file in the Office of the Secretary of State a certificate, signed and sworn to by a general partner, correcting such statement.
(Added to NRS by 2007, 473)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.565 - Additional filing requirements for certain partnerships: Criteria; statement; fees.

1. At the time of submitting any list required pursuant to NRS 87A.560, a foreign limited partnership that meets the criteria set forth in subsection 2 must submit:
(a) The statement required pursuant to subsection 3, accompanied by a declaration under penalty of perjury attesting that the statement does not contain any material misrepresentation of fact; and
(b) A fee of $100,000, to be distributed in the manner provided pursuant to subsection 4.
2. A foreign limited partnership must submit a statement pursuant to this section if the foreign limited partnership, including its parent and all subsidiaries:
(a) Holds 25 percent or more of the share of the market within this State for any product sold or distributed by the foreign limited partnership within this State; and
(b) Has had, during the previous 5-year period, a total of five or more investigations commenced against the foreign limited partnership, its parent or its subsidiaries in any jurisdiction within the United States, including all state and federal investigations:
(1) Which concern any alleged contract, combination or conspiracy in restraint of trade, as described in subsection 1 of NRS 598A.060, or which concern similar activities prohibited by a substantially similar law of another jurisdiction; and
(2) Which resulted in the foreign limited partnership being fined or otherwise penalized or which resulted in the foreign limited partnership being required to divest any holdings or being unable to acquire any holdings as a condition for the settlement, dismissal or resolution of those investigations.
3. A foreign limited partnership that meets the criteria set forth in subsection 2 shall submit a statement which includes the following information with respect to each investigation:
(a) The jurisdiction in which the investigation was commenced.
(b) A summary of the nature of the investigation and the facts and circumstances surrounding the investigation.
(c) If the investigation resulted in criminal or civil litigation, a copy of all pleadings filed in the investigation by any party to the litigation.
(d) A summary of the outcome of the investigation, including specific information concerning whether any fine or penalty was imposed against the foreign limited partnership and whether the foreign limited partnership was required to divest any holdings or was unable to acquire any holdings as a condition for the settlement, dismissal or resolution of the investigation.
4. The fee collected pursuant to subsection 1 must be deposited in the Attorney General’s Administration Budget Account and used solely for the purpose of investigating any alleged contract, combination or conspiracy in restraint of trade, as described in subsection 1 of NRS 598A.060 and subsection 1 of NRS 598A.440.
(Added to NRS by 2007, 474; A 2021, 3549)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.570 - Certificate of authorization to transact business.

If a foreign limited partnership has filed the initial or annual list in compliance with NRS 87A.560 and has paid the appropriate fee for the filing, the cancelled check or other proof of payment received by the foreign limited partnership constitutes a certificate authorizing it to transact its business within this State until the last day of the month in which the anniversary of its qualification to transact business occurs in the next succeeding calendar year.
(Added to NRS by 2007, 475)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.575 - Addresses of general partners required; failure to file.

1. Each list required to be filed under the provisions of NRS 87A.560 to 87A.600, inclusive, must, after the name of each general partner listed thereon, set forth the address, either residence or business, of each general partner.
2. If the addresses are not stated for each person on any list offered for filing, the Secretary of State may refuse to file the list, and the foreign limited partnership for which the list has been offered for filing is subject to all the provisions of NRS 87A.560 to 87A.600, inclusive, relating to failure to file the list within or at the times therein specified, unless a list is subsequently submitted for filing which conforms to the provisions of this section.
(Added to NRS by 2007, 475; A 2009, 1705)