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2023 Nevada Revised Statutes › Chapter 87 - Partnerships › NRS 87.070 - Rules for determining existence of partnership.

In determining whether a partnership exists, these rules apply:
1. Except as provided by NRS 87.160, persons who are not partners as to each other are not partners as to third persons.
2. Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not of itself establish a partnership, whether such co-owners do or do not share any profits made by the use of the property.
3. The sharing of gross returns does not of itself establish a partnership, whether or not the persons sharing them have a joint or common right or interest in any property from which the returns are derived.
4. The receipt by a person of a share of the profits of a business is prima facie evidence that the person is a partner in the business, but no such inference may be drawn if such profits were received in payment:
(a) As a debt by installments or otherwise;
(b) As wages of an employee or rent to a landlord;
(c) As an annuity to a surviving spouse or representative of a deceased partner;
(d) As interest on a loan, though the amount of payment vary with the profits of the business; or
(e) As the consideration for the sale of a goodwill of a business or other property by installments or otherwise.
[7:74:1931; 1931 NCL § 5028.06]—(NRS A 1979, 146)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › NRS 87.080 - Property of partnership.

1. All property originally brought into the partnership stock or subsequently acquired by purchase or otherwise, on account of the partnership, is partnership property.
2. Unless the contrary intention appears, property acquired with partnership funds is partnership property.
3. Any estate in real property may be acquired in the partnership name. Title so acquired can be conveyed only in the partnership name.
4. A conveyance to a partnership in the partnership name, though without words of inheritance, passes the entire estate of the grantor unless a contrary intent appears.
[8:74:1931; 1931 NCL § 5028.07]
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › NRS 87.4322 - Formation of partnership.

1. Except as otherwise provided in subsection 2, the association of two or more persons to carry on as co-owners of a business for profit forms a partnership, whether or not the persons intend to form a partnership.
2. An association formed under a statute other than NRS 87.4301 to 87.4357, inclusive, a predecessor statute or a comparable statute of another jurisdiction is not a partnership under NRS 87.4301 to 87.4357, inclusive.
3. In determining whether a partnership is formed, the following rules apply:
(a) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property or part ownership does not by itself establish a partnership, even if the co-owners share profits made by the use of the property.
(b) The sharing of gross returns does not by itself establish a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived.
(c) A person who receives a share of the profits of a business is presumed to be a partner in the business, unless the profits were received in payment:
(1) Of a debt by installments or otherwise;
(2) For services as an independent contractor or of wages or other compensation to an employee;
(3) Of rent;
(4) Of an annuity or other retirement or health benefit to a beneficiary, representative or designee of a deceased or retired partner;
(5) Of interest or other charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral, or rights to income, proceeds or increase in value derived from the collateral; or
(6) For the sale of the goodwill of a business or other property by installments or otherwise.
(Added to NRS by 2005, 425)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › NRS 87.4324 - When property is partnership property.

1. Property is partnership property if acquired in the name of:
(a) The partnership; or
(b) One or more partners with an indication in the instrument transferring title to the property of the person’s capacity as a partner or of the existence of a partnership but without an indication of the name of the partnership.
2. Property is acquired in the name of the partnership by a transfer to:
(a) The partnership in its name; or
(b) One or more partners in their capacity as partners in the partnership, if the name of the partnership is indicated in the instrument transferring title to the property.
3. Property is presumed to be partnership property if purchased with partnership assets, even if not acquired in the name of the partnership or of one or more partners with an indication in the instrument transferring title to the property of the person’s capacity as a partner or of the existence of a partnership.
4. Property acquired in the name of one or more of the partners, without an indication in the instrument transferring title to the property of the person’s capacity as a partner or of the existence of a partnership and without use of partnership assets, is presumed to be separate property, even if used for partnership purposes.
(Added to NRS by 2005, 425)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › NRS 87.090 - Partner agent of partnership; restrictions on authority.

1. Every partner is an agent of the partnership for the purpose of its business, and the act of every partner, including the execution in the partnership name of any instrument, for apparently carrying on in the usual way the business of the partnership of which the partner is a member binds the partnership, unless the partner so acting has in fact no authority to act for the partnership in the particular matter, and the person with whom the partner is dealing has knowledge of the fact that the partner has no such authority.
2. An act of a partner which is not apparently for the carrying on of the business of the partnership in the usual way does not bind the partnership unless authorized by the other partners.
3. Except as otherwise provided in subsection 5, unless authorized by the other partners or unless they have abandoned the business, one or more but less than all the partners have no authority to:
(a) Assign the partnership property in trust for creditors or on the assignee’s promise to pay the debts of the partnership;
(b) Dispose of the goodwill of the business;
(c) Do any other act which would make it impossible to carry on the ordinary business of a partnership;
(d) Confess a judgment; or
(e) Submit a partnership claim or liability to arbitration or reference.
4. No act of a partner in contravention of a restriction on authority shall bind the partnership to persons having knowledge of the restriction.
5. One or more of the partners designated in an agreement among all of the partners may sell all or substantially all of the property of the partnership without the unanimous approval or consent of the partners if:
(a) The sale is approved by a vote; or
(b) The prior consent of the partners for a sale of all or substantially all of the property has been given in an agreement among the partners,
and written notice of the sale is sent by registered or certified mail to all partners at least 15 days before the date of the sale.
[9:74:1931; 1931 NCL § 5028.08]—(NRS A 1987, 375)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › NRS 87.100 - Conveyance of real property of partnership.

1. Where title to real property is in the partnership name, any partner may convey title to such property by a conveyance signed in the partnership name, but the partnership may recover such property unless the partner’s act binds the partnership under the provisions of subsection 1 of NRS 87.090 or unless such property has been conveyed by the grantee or a person claiming through such grantee to a holder for value without knowledge that the partner, in making the conveyance, has exceeded his or her authority.
2. Where title to real property is in the name of the partnership, a conveyance signed by a partner, in his or her own name, passes the equitable interest of the partnership, provided the act is one within the authority of the partner under the provisions of subsection 1 of NRS 87.090.
3. Where title to real property is in the name of one or more but not all the partners, and the record does not disclose the right of the partnership, the partners in whose name the title stands may convey title to such property, but the partnership may recover such property if the partners’ act does not bind the partnership under the provisions of subsection 1 of NRS 87.090, unless the purchaser, or his or her assignee, is a holder for value without knowledge.
4. Where the title to real property is in the name of one or more or all the partners, or in a third person in trust for the partnership, a conveyance signed by a partner in the partnership name, or in his or her own name, passes the equitable interest of the partnership, provided the act is one within the authority of the partner under the provisions of subsection 1 of NRS 87.090.
5. Where the title to real property is in the names of all the partners a conveyance signed by all the partners passes all their rights in such property.
[10:74:1931; 1931 NCL § 5028.09]—(NRS A 2003, 3144)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › NRS 87.110 - Partnership bound by admission of partner.

An admission or representation made by any partner concerning partnership affairs within the scope of the partner’s authority as conferred by NRS 87.010 to 87.430, inclusive, is evidence against the partnership.
[11:74:1931; 1931 NCL § 5028.10]—(NRS A 2005, 442)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › NRS 87.120 - Partnership charged with knowledge of or notice to partner.

Notice to any partner of any matter relating to partnership affairs, and the knowledge of the partner acting in the particular matter, acquired while a partner or then present to his or her mind, and the knowledge of any other partner who reasonably could and should have communicated it to the acting partner, operate as notice to or knowledge of the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner.
[12:74:1931; 1931 NCL § 5028.11]
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › NRS 87.130 - Partnership bound by partner’s wrongful act.

Where by any wrongful act or omission of any partner acting in the ordinary course of the business of the partnership or with the authority of his or her copartners, loss or injury is caused to any person, not being a partner in the partnership, or any penalty is incurred, the partnership is liable therefor to the same extent as the partner so acting or omitting to act.
[13:74:1931; 1931 NCL § 5028.12]
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › NRS 87.140 - Partnership bound by partner’s breach of trust.

The partnership is bound to make good the loss:
1. Where one partner acting within the scope of his or her apparent authority receives money or property of a third person and misapplies it; and
2. Where the partnership in the course of its business receives money or property of a third person and the money or property so received is misapplied by any partner while it is in the custody of the partnership.
[14:74:1931; 1931 NCL § 5028.13]
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › NRS 87.150 - Nature of partner’s liability.

1. Except as otherwise provided in subsection 2, all partners are liable:
(a) Jointly and severally for everything chargeable to the partnership under NRS 87.130 and 87.140.
(b) Jointly for all other debts and obligations of the partnership; but any partner may enter into a separate obligation to perform a partnership contract.
2. Subject to subsection 3, a partner in a registered limited-liability partnership is not liable directly or indirectly, by way of indemnification, contribution, assessment or otherwise, for debts, obligations or liabilities of or chargeable to the partnership, whether in contract, tort or otherwise, arising from omissions, negligence, wrongful acts, misconduct or malpractice committed while the partnership is a registered limited-liability partnership and in the course of the partnership business by another partner or an employee, agent or representative of the partnership.
3. Subsection 2 does not affect the liability of a partner in a registered limited-liability partnership for his or her own omissions, negligence, wrongful acts, misconduct or malpractice or that of any person under his or her direct supervision and control.
4. A partner in a registered limited-liability partnership is not a proper party to a proceeding by or against the registered limited-liability partnership, the object of which is to recover damages or enforce the obligations arising out of the acts, omissions, malpractice or misconduct of the type described in subsection 2 unless the partner is personally liable under subsection 3.
[15:74:1931; 1931 NCL § 5028.14]—(NRS A 1995, 1471)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › NRS 87.160 - Partner by estoppel.

1. When a person, by words spoken or written or by conduct, represents himself or herself, or consents to another representing him or her to any one, as a partner in an existing partnership or with one or more persons not actual partners, the person is liable to any such person to whom such representation has been made who has, on the faith of such representation, given credit to the actual or apparent partnership, and if the person has made such representation or consented to its being made in a public manner the person is liable to such person, whether the representation has or has not been made or communicated to such person so giving credit by or with the knowledge of the apparent partner making the representation or consenting to its being made.
(a) When a partnership liability results, the person is liable as though the person were an actual member of the partnership.
(b) When no partnership liability results, the person is liable jointly with the other persons, if any, so consenting to the contract or representation as to incur liability, otherwise separately.
2. When a person has been thus represented to be a partner in an existing partnership, or with one or more persons not actual partners, the person is an agent of the persons consenting to such representation to bind them to the same extent and in the same manner as though he or she were a partner in fact, with respect to persons who rely upon the representation. Where all the members of the existing partnership consent to the representation, a partnership act or obligation results; but in all other cases it is the joint act or obligation of the person acting and the persons consenting to the representation.
3. This section does not apply to any person who, by words spoken or written or by conduct, announces an association of persons for the sole purpose of a business development, regardless of whether such an announcement uses, or the association of persons is described by, the terms "partnering" or "joint venturing" or any other similar term, so long as the business development is undertaken by one or more corporations or limited-liability companies.
[16:74:1931; 1931 NCL § 5028.15]—(NRS A 2015, 3213)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › NRS 87.170 - Liability of incoming partner.

A person admitted as a partner into an existing partnership is liable for all the obligations of the partnership arising before admission as though the person had been a partner when such obligations were incurred, except that this liability shall be satisfied only out of partnership property.
[17:74:1931; 1931 NCL § 5028.16]
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › NRS 87.4325 - Partner agent of partnership.

Subject to the effect of a statement of partnership authority under NRS 87.4327:
1. Each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership, unless the partner had no authority to act for the partnership in the particular matter and the person with whom the partner was dealing knew or had received a notification that the partner lacked authority.
2. An act of a partner which is not apparently for carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership only if the act was authorized by the other partners.
(Added to NRS by 2005, 426)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › NRS 87.4326 - Transfer of partnership property.

1. Partnership property may be transferred as follows:
(a) Subject to the effect of a statement of partnership authority under NRS 87.4327, partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partnership name.
(b) Partnership property held in the name of one or more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.
(c) Partnership property held in the name of one or more persons other than the partnership, without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.
2. A partnership may recover partnership property from a transferee only if it proves that execution of the instrument of initial transfer did not bind the partnership under NRS 87.4325 and:
(a) As to a subsequent transferee who gave value for property transferred under paragraph (a) or (b) of subsection 1, proves that the subsequent transferee knew or had received a notification that the person who executed the instrument of initial transfer lacked authority to bind the partnership; or
(b) As to a transferee who gave value for property transferred under paragraph (c) of subsection 1, proves that the transferee knew or had received a notification that the property was partnership property and that the person who executed the instrument of initial transfer lacked authority to bind the partnership.
3. A partnership may not recover partnership property from a subsequent transferee if the partnership would not have been entitled to recover the property, under subsection 2, from any earlier transferee of the property.
4. If a person holds all of the partners’ interests in the partnership, all of the partnership property vests in that person. The person may execute a document in the name of the partnership to evidence vesting of the property in that person and may file or record the document.
(Added to NRS by 2005, 426)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › NRS 87.4328 - Statement of denial.

A partner or other person named as a partner in a filed statement of partnership authority or in a list maintained by an agent pursuant to subsection 2 of NRS 87.4327 may file a statement of denial stating the name of the partnership and the fact that is being denied, which may include denial of a person’s authority or status as a partner. A statement of denial is a limitation on authority as provided in subsections 4 and 5 of NRS 87.4327.
(Added to NRS by 2005, 428)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › NRS 87.4329 - Partnership liable for actionable conduct of partner.

1. A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a partner acting in the ordinary course of business of the partnership or with authority of the partnership.
2. If, in the course of the partnership’s business or while acting with authority of the partnership, a partner receives or causes the partnership to receive money or property of a person not a partner, and the money or property is misapplied by a partner, the partnership is liable for the loss.
(Added to NRS by 2005, 428)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › NRS 87.433 - Liability of partners.

1. Except as otherwise provided in subsections 2 and 3, all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law.
2. A person admitted as a partner into an existing partnership is not personally liable for any partnership obligation incurred before the person’s admission as a partner.
3. An obligation of a partnership incurred while the partnership is a registered limited-liability partnership, whether arising in contract, tort or otherwise, is solely the obligation of the partnership. A partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such an obligation solely by reason of being or so acting as a partner. This subsection applies notwithstanding anything inconsistent in the partnership agreement that existed immediately before the filing of a certificate of registration pursuant to NRS 87.440.
(Added to NRS by 2005, 428)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › NRS 87.4331 - Actions by and against partnership and partners.

1. A partnership may sue and be sued in the name of the partnership.
2. An action may be brought against the partnership and, to the extent not inconsistent with NRS 87.433, any or all of the partners in the same action or in separate actions.
3. A judgment against a partnership is not by itself a judgment against a partner. A judgment against a partnership may not be satisfied from a partner’s assets unless there is also a judgment against the partner.
4. A judgment creditor of a partner may not levy execution against the assets of the partner to satisfy a judgment based on a claim against the partnership unless the partner is personally liable for the claim under NRS 87.433 and:
(a) A judgment based on the same claim has been obtained against the partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;
(b) The partnership is a debtor in bankruptcy;
(c) The partner has agreed that the creditor need not exhaust partnership assets;
(d) A court grants permission to the judgment creditor to levy execution against the assets of a partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of partnership assets is excessively burdensome or that the grant of permission is an appropriate exercise of the court’s equitable powers; or
(e) Liability is imposed on the partner by law or contract independent of the existence of the partnership.
5. This section applies to any partnership liability or obligation resulting from a representation by a partner or purported partner under NRS 87.4332.
(Added to NRS by 2005, 428)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › NRS 87.4332 - Liability of purported partner.

1. If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one or more persons not partners, the purported partner is liable to a person to whom the representation is made, if that person, relying on the representation, enters into a transaction with the actual or purported partnership. If the representation, either by the purported partner or by a person with the purported partner’s consent, is made in a public manner, the purported partner is liable to a person who relies upon the purported partnership even if the purported partner is not aware of being held out as a partner to the claimant. If partnership liability results, the purported partner is liable with respect to that liability as if the purported partner were a partner. If no partnership liability results, the purported partner is liable with respect to that liability jointly and severally with any other person consenting to the representation.
2. If a person is thus represented to be a partner in an existing partnership, or with one or more persons not partners, the purported partner is an agent of persons consenting to the representation to bind them to the same extent and in the same manner as if the purported partner were a partner, with respect to persons who enter into transactions in reliance upon the representation. If all of the partners of the existing partnership consent to the representation, a partnership act or obligation results. If fewer than all of the partners of the existing partnership consent to the representation, the person acting and the partners consenting to the representation are jointly and severally liable.
3. A person is not liable as a partner merely because the person is named by another in a statement of partnership authority.
4. A person does not continue to be liable as a partner merely because of a failure to file a statement of dissociation or to amend a statement of partnership authority to indicate the partner’s dissociation from the partnership.
5. Except as otherwise provided in subsections 1 and 2, persons who are not partners as to each other are not liable as partners to other persons.
6. Subsections 1 and 2 do not apply to any person who, by words spoken or written or conduct, announces an association of persons for the sole purpose of a business development, regardless of whether such an announcement uses, or the association of persons is described by, the terms "partnering" or "joint venturing" or any other similar term, so long as the business development is undertaken by one or more corporations or limited-liability companies.
(Added to NRS by 2005, 429; A 2015, 3214)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › NRS 87.180 - Rules determining rights and duties of partners.

The rights and duties of the partners in relation to the partnership are determined, subject to any agreement between them, by the following rules:
1. Each partner must be repaid his or her contributions, whether by way of capital or advances to the partnership property, and share equally in the profits and surplus remaining after all liabilities, including those to partners, are satisfied. Except as otherwise provided in subsection 2 of NRS 87.150, each partner shall contribute towards the losses, whether of capital or otherwise, sustained by the partnership according to his or her share in the profits.
2. The partnership shall indemnify every partner in respect of payments made and personal liabilities reasonably incurred by the partner in the ordinary and proper conduct of its business, or for the preservation of its business or property.
3. A partner, who in aid of the partnership makes any payment or advance beyond the amount of capital which the partner agreed to contribute, must be paid interest from the date of the payment or advance.
4. A partner may receive interest on the capital contributed by him or her only from the date when repayment should be made.
5. All partners have equal rights in the management and conduct of the partnership business.
6. No partner is entitled to remuneration for acting in the partnership business, except that a surviving partner is entitled to reasonable compensation for his or her services in winding up the partnership affairs.
7. No person may become a member of a partnership without the consent of all the partners.
8. Any difference arising as to ordinary matters connected with the partnership business may be decided by a majority of the partners. No act in contravention of any agreement between the partners may be done rightfully without the consent of all the partners.
[18:74:1931; 1931 NCL § 5028.17]—(NRS A 1995, 1471)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › NRS 87.210 - Partner accountable as fiduciary.

1. Every partner must account to the partnership for any benefit and hold as trustee for it any profits derived by the partner without the consent of the other partners from any transaction connected with the formation, conduct, or liquidation of the partnership or from any use by the partner of its property.
2. This section applies also to the representatives of a deceased partner engaged in the liquidation of the affairs of the partnership as the personal representatives of the last surviving partner.
[21:74:1931; 1931 NCL § 5028.20]
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › NRS 87.220 - Right to formal account.

Any partner shall have the right to a formal account as to partnership affairs:
1. If the partner is wrongfully excluded from the partnership business or possession of its property by his or her copartners;
2. If the right exists under the terms of any agreement;
3. As provided by NRS 87.210; or
4. Whenever other circumstances render it just and reasonable.
[22:74:1931; 1931 NCL § 5028.21]
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › NRS 87.230 - Continuation of partnership beyond fixed term.

1. When a partnership for a fixed term or particular undertaking is continued after the termination of such term or particular undertaking without any express agreement, the rights and duties of the partners remain the same as they were at such termination, so far as is consistent with a partnership at will.
2. A continuation of the business by partners or such of them as habitually acted therein during the term, without any settlement or liquidation of the partnership affairs, is prima facie evidence of a continuation of the partnership.
[23:74:1931; 1931 NCL § 5028.22]
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › NRS 87.240 - Extent of property rights of partner.

The property rights of a partner are:
1. His or her rights in specific partnership property;
2. His or her interest in the partnership; and
3. His or her right to participate in the management.
[24:74:1931; 1931 NCL § 5028.23]
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › NRS 87.250 - Nature of partner’s right in specific property of partnership.

1. A partner is co-owner with the other partners of specific partnership property holding as a tenant in partnership.
2. The incidents of this tenancy are such that:
(a) A partner, subject to the provisions of NRS 87.010 to 87.430, inclusive, and to any agreement between the partners, has an equal right with the other partners to possess specific partnership property for partnership purposes; but a partner has no right to possess such property for any other purpose without the consent of the other partners.
(b) A partner’s right in specific partnership property is not assignable except in connection with the assignment of rights of all the partners in the same property.
(c) A partner’s right in specific partnership property is not subject to attachment or execution, except on a claim against the partnership. When partnership property is attached for a partnership debt the partners, or any of them, or the representatives of a deceased partner, cannot claim any right under the homestead or exemption laws.
(d) On the death of a partner his or her right in specific partnership property vests in the surviving partner or partners, except where the deceased was the last surviving partner, when his or her right in such property vests in his or her legal representative. Such surviving partner or partners, or the legal representative of the last surviving partner, has no right to possess the partnership property for any but a partnership purpose.
(e) A partner’s right in specific partnership property is not subject to dower, curtesy or allowances to widows, widowers, heirs or next of kin.
[25:74:1931; 1931 NCL § 5028.24]—(NRS A 2005, 442)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › NRS 87.270 - Assignment of partner’s interest.

1. A conveyance by a partner of his or her interest in the partnership does not of itself dissolve the partnership, nor, as against the other partners in the absence of agreement, entitle the assignee, during the continuance of the partnership, to interfere in the management or administration of the partnership business or affairs, or to require any information or account of partnership transactions, or to inspect the partnership books; but it merely entitles the assignee to receive in accordance with the contract the profits to which the assigning partner would otherwise be entitled.
2. In case of a dissolution of the partnership, the assignee is entitled to receive the assignor’s interest and may require an account from the date only of the last account agreed to by all the partners.
[27:74:1931; 1931 NCL § 5028.26]
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › NRS 87.280 - Partner’s interest subject to charging order.

1. On due application to a competent court by any judgment creditor of a partner, the court which entered the judgment, order, or decree, or any other court, may charge the interest of the debtor partner with payment of the unsatisfied amount of such judgment debt with interest thereon; and may then or later appoint a receiver of the debtor partner’s share of the profits, and of any other money due or to fall due to the debtor partner in respect of the partnership, and make all other orders, directions, accounts and inquiries which the debtor partner might have made, or which the circumstances of the case may require.
2. The interest charged may be redeemed at any time before foreclosure, or in case of a sale being directed by the court may be purchased without thereby causing a dissolution:
(a) With separate property, by any one or more of the partners; or
(b) With partnership property, by any one or more of the partners with the consent of all the partners whose interests are not so charged or sold.
3. Nothing in the provisions of NRS 87.010 to 87.430, inclusive, shall be held to deprive a partner of his or her right, if any, under the exemption laws, as regards the partner’s interest in the partnership.
[28:74:1931; 1931 NCL § 5028.27]—(NRS A 2005, 442)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › NRS 87.310 - Causes of dissolution.

Dissolution is caused:
1. Without violation of the agreement between the partners:
(a) By the termination of the definite term or particular undertaking specified in the agreement;
(b) By the express will of any partner when no definite term or particular undertaking is specified;
(c) By the express will of all the partners who have not assigned their interests or suffered them to be charged for their separate debts, either before or after the termination of any specified term or particular undertaking; or
(d) By the expulsion of any partner from the business bona fide in accordance with such a power conferred by the agreement between the partners;
2. In contravention of the agreement between the partners, where the circumstances do not permit a dissolution under any other provision of this section, by the express will of any partner at any time;
3. By any event which makes it unlawful for the business of the partnership to be carried on or for the members to carry it on in partnership;
4. By the death of any partner;
5. By the bankruptcy of any partner or the partnership; or
6. By decree of court under NRS 87.320.
[31:74:1931; 1931 NCL § 5028.30]
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › NRS 87.320 - Dissolution by decree of court.

1. On application by or for a partner the court shall decree a dissolution whenever:
(a) A partner has been declared a lunatic in any judicial proceeding or is shown to be of unsound mind;
(b) A partner becomes in any other way incapable of performing his or her part of the partnership contract;
(c) A partner has been guilty of such conduct as tends to affect prejudicially the carrying on of the business;
(d) A partner willfully or persistently commits a breach of the partnership agreement, or otherwise so conducts himself or herself in matters relating to the partnership business that it is not reasonably practicable to carry on the business in partnership with the partner;
(e) The business of the partnership can only be carried on at a loss; or
(f) Other circumstances render a dissolution equitable.
2. On the application of the purchaser of a partner’s interest under NRS 87.270 or 87.280:
(a) After the termination of the specified term or particular undertaking; or
(b) At any time if the partnership was a partnership at will when the interest was assigned or when the charging order was issued.
[32:74:1931; 1931 NCL § 5028.31]
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › NRS 87.330 - General effect of dissolution on authority of partner.

Except so far as may be necessary to wind up partnership affairs or to complete transactions begun but not then finished, dissolution terminates all authority of any partner to act for the partnership:
1. With respect to the partners:
(a) When the dissolution is not by the act, bankruptcy or death of a partner; or
(b) When the dissolution is by such act, bankruptcy or death of a partner, in cases where NRS 87.340 so requires.
2. With respect to persons not partners, as declared in NRS 87.350.
[33:74:1931; 1931 NCL § 5028.32]
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › NRS 87.340 - Right of partner to contribution from copartners after dissolution.

Where the dissolution is caused by the act, death or bankruptcy of a partner, each partner is liable to his or her copartners for his or her share of any liability created by any partner acting for the partnership as if the partnership had not been dissolved unless:
1. The dissolution being by act of any partner, the partner acting for the partnership had knowledge of the dissolution;
2. The dissolution being by the death or bankruptcy of a partner, the partner acting for the partnership had knowledge or notice of the death or bankruptcy; or
3. The liability is one for which the partner is not liable under subsection 2 of NRS 87.150.
[34:74:1931; 1931 NCL § 5028.33]—(NRS A 1995, 1472)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › NRS 87.350 - Power of partner to bind partnership to third persons after dissolution.

1. After dissolution a partner can bind the partnership except as provided in subsection 3:
(a) By any act appropriate for winding up partnership affairs or completing transactions unfinished at dissolution.
(b) By any transaction which would bind the partnership if dissolution had not taken place, provided the other party to the transaction:
(1) Had extended credit to the partnership prior to dissolution and had no knowledge or notice of the dissolution; or
(2) Though the other party had not so extended credit, had nevertheless known of the partnership prior to dissolution and, having no knowledge or notice of dissolution, the fact of dissolution had not been advertised in a newspaper of general circulation in the place (or in each place if more than one) at which the partnership business was regularly carried on.
2. The liability of a partner under paragraph (b) of subsection 1 shall be satisfied out of partnership assets alone when such partner had been prior to dissolution:
(a) Unknown as a partner to the person with whom the contract is made; and
(b) So far unknown and inactive in partnership affairs that the business reputation of the partnership could not be said to have been in any degree due to the partner’s connection with it.
3. The partnership is in no case bound by any act of a partner after dissolution:
(a) Where the partnership is dissolved because it is unlawful to carry on the business, unless the act is appropriate for winding up partnership affairs;
(b) Where the partner has become bankrupt; or
(c) Where the partner has no authority to wind up partnership affairs, except by a transaction with one who:
(1) Had extended credit to the partnership prior to dissolution and had no knowledge or notice of the partner’s want of authority; or
(2) Had not extended credit to the partnership prior to dissolution, and, having no knowledge or notice of the partner’s want of authority, the fact of the partner’s want of authority has not been advertised in the manner provided for advertising the fact of dissolution in subparagraph (2) of paragraph (b) of subsection 1.
4. Nothing in this section shall affect the liability under NRS 87.160 of any person who after dissolution represents himself or herself or consents to another representing him or her as a partner in a partnership engaged in carrying on business.
[35:74:1931; 1931 NCL § 5028.34]
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › NRS 87.360 - Effect of dissolution on partner’s existing liability.

1. The dissolution of the partnership does not of itself discharge the existing liability of any partner.
2. A partner is discharged from any existing liability upon dissolution of the partnership by an agreement to that effect between the partner, the partnership creditor and the person or partnership continuing the business. Such an agreement may be inferred from the course of dealing between the creditor having knowledge of the dissolution and the person or partnership continuing the business.
3. Where a person agrees to assume the existing obligations of a dissolved partnership, the partners whose obligations have been assumed are discharged from any liability to any creditor of the partnership who, knowing of the agreement, consents to a material alteration in the nature or time of payment of such obligations.
4. The individual property of a deceased partner is liable for all obligations of the partnership incurred while the deceased partner was a partner and for which the deceased partner was liable under NRS 87.150, but is subject to the prior payment of the deceased partner’s separate debts.
[36:74:1931; 1931 NCL § 5028.35]—(NRS A 1995, 1472)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › NRS 87.370 - Right to wind up.

Unless otherwise agreed the partners who have not wrongfully dissolved the partnership, or the legal representative of the last surviving partner, not bankrupt, has the right to wind up the partnership affairs; provided, however, that any partner or his or her legal representative or assignee, upon cause shown, may obtain winding up by the court.
[37:74:1931; 1931 NCL § 5028.36]
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › NRS 87.380 - Rights of partners to application of property of partnership.

1. When dissolution is caused in any way, except in contravention of the partnership agreement, each partner as against his or her copartners and all persons claiming through them in respect of their interests in the partnership, unless otherwise agreed, may have the partnership property applied to discharge its liabilities, and the surplus applied to pay in cash the net amount owing to the respective partners. But if dissolution is caused by expulsion of a partner, bona fide under the partnership agreement and if the expelled partner is discharged from all partnership liabilities, either by payment or agreement under subsection 2 of NRS 87.360, the expelled partner shall receive in cash only the net amount due him or her from the partnership.
2. When dissolution is caused in contravention of the partnership agreement the rights of the partners shall be as follows:
(a) Each partner who has not caused dissolution wrongfully shall have:
(1) All the rights specified in subsection 1 of this section; and
(2) The right, as against each partner who has caused the dissolution wrongfully, to damages for breach of the agreement.
(b) The partners who have not caused the dissolution wrongfully, if they all desire to continue the business in the same name, either by themselves or jointly with others, may do so, during the agreed term for the partnership, and for that purpose may possess the partnership property, provided they secure the payment by bond approved by the court, or pay to any partner who has caused the dissolution wrongfully, the value of his or her interest in the partnership at the dissolution, less any damages recoverable under subparagraph (2) of paragraph (a) of subsection 2, and in like manner indemnify him or her against all present or future partnership liabilities.
(c) A partner who has caused the dissolution wrongfully shall have:
(1) If the business is not continued under the provisions of paragraph (b) of subsection 2, all the rights of a partner under subsection 1, subject to subparagraph (2) of paragraph (a) of subsection 2; or
(2) If the business is continued under paragraph (b) of subsection 2, the right as against his or her copartners and all claiming through them in respect of their interests in the partnership, to have the value of his or her interest in the partnership, less any damages caused to his or her copartners by the dissolution, ascertained and paid to him or her in cash, or the payment secured by bond approved by the court, and to be released from all existing liabilities of the partnership; but in ascertaining the value of the partner’s interest the value of the goodwill of the business shall not be considered.
[38:74:1931; 1931 NCL § 5028.37]
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › NRS 87.390 - Rights where partnership is dissolved for fraud or misrepresentation.

Where a partnership contract is rescinded on the ground of the fraud or misrepresentation of one of the parties thereto, the party entitled to rescind is, without prejudice to any other right, entitled:
1. To a lien on, or a right of retention of, the surplus of the partnership property after satisfying the partnership liabilities to third persons for any sum of money paid by such a party for the purchase of an interest in the partnership and for any capital or advances contributed by him or her;
2. To stand, after all liabilities to third persons have been satisfied, in the place of the creditors of the partnership for any payments made by the party in respect of the partnership liabilities; and
3. To be indemnified by the person guilty of the fraud or making the representation against all debts and liabilities of the partnership.
[Part 39:74:1931; 1931 NCL § 5028.38]