reglab/statecodes huggingface dataset:
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.335 - Records required to be maintained at principal office in State or with custodian of records; inspection and copying of records.

1. A limited partnership shall keep at the principal office in this State, or with its custodian of records as referred to in paragraph (a) of subsection 1 of NRS 88.330, the following:
(a) A current list of the full name and last known business address of each partner, separately identifying the general partners in alphabetical order and the limited partners in alphabetical order;
(b) A copy of the certificate of limited partnership and all certificates of amendment thereto, together with signed copies of any powers of attorney pursuant to which any certificate has been signed;
(c) Copies of the limited partnership’s federal, state, and local income tax returns and reports, if any, for the 3 most recent years;
(d) Copies of any then effective written partnership agreements;
(e) Copies of any financial statements of the limited partnership for the 3 most recent years; and
(f) Unless contained in a written partnership agreement, a writing setting out:
(1) The amount of cash and a description and statement of the agreed value of the other property or services contributed by each partner and which each partner has agreed to contribute;
(2) The times at which or events on the happening of which any additional contributions agreed to be made by each partner are to be made;
(3) Any right of a partner to receive, or of a general partner to make, distributions to a partner which include a return of all or any part of the partner’s contribution; and
(4) Any events upon the happening of which the limited partnership is to be dissolved and its affairs wound up.
2. In lieu of keeping at an office in this State the information required in paragraphs (a), (c), (e) and (f) of subsection 1, the limited partnership may keep a statement with the registered agent setting out the name of the custodian of the information required in paragraphs (a), (c), (e) and (f) of subsection 1, and the present and complete post office address, including street and number, if any, where the information required in paragraphs (a), (c), (e) and (f) of subsection 1 is kept.
3. Records kept pursuant to this section are subject to inspection and copying at the reasonable request, and at the expense, of any partner during ordinary business hours.
(Added to NRS by 1985, 1281; A 1987, 67; 1997, 725; 2003, 3151; 2003, 20th Special Session, 95; 2007, 2687; 2015, 1310)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.3355 - Statement to be maintained at principal place of business or with custodian of records; requirement to assist in criminal investigation; failure to comply; regulations.

1. A limited partnership shall maintain at its principal place of business in this State or with the custodian of records as referred to in paragraph (a) of subsection 1 of NRS 88.330, the list required pursuant to paragraph (a) of subsection 1 of NRS 88.335.
2. Upon the request of the Secretary of State, the limited partnership shall:
(a) Provide the Secretary of State with the name and contact information of the custodian of the list described in subsection 1, if different than the registered agent for such limited partnership. The information required pursuant to this paragraph shall be kept confidential by the Secretary of State.
(b) Provide written notice to the Secretary of State within 10 days after any change in the custodian of the list described in subsection 1.
3. Upon the request of any law enforcement agency in the course of a criminal investigation, the Secretary of State may require a limited partnership to:
(a) Submit to the Secretary of State, within 3 business days, a copy of the list required to be maintained pursuant to paragraph (a) of subsection 1 of NRS 88.335; or
(b) Answer any interrogatory submitted by the Secretary of State that will assist in the criminal investigation.
4. If a limited partnership fails to comply with any requirement pursuant to subsection 3, the Secretary of State may take any action necessary, including, without limitation, the suspension or revocation of the right of the limited partnership to transact any business in this State.
5. The Secretary of State shall not reinstate or revive the right of a limited partnership to transact any business in this State that was revoked or suspended pursuant to subsection 4 unless:
(a) The limited partnership complies with the requirements of subsection 3; or
(b) The law enforcement agency conducting the investigation advises the Secretary of State to reinstate or revive the right of the limited partnership to transact business in this State.
6. The Secretary of State may adopt regulations to administer the provisions of this section.
(Added to NRS by 2007, 1329; A 2009, 1710, 2849; 2017, 2193)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.3357 - Manner of storage of records; conversion of electronic records into clear and legible paper form; admissibility in evidence of electronic records.

1. Except as otherwise required by federal or state law, any records maintained by a limited partnership in its regular course of business may be kept on, or by means of, any information processing system or other information storage device or medium, including, without limitation, a blockchain, or in the form of an electronic record.
2. A limited partnership shall convert within a reasonable time any records that are kept in a manner described in subsection 1 into clear and legible paper form upon the request of any person entitled to inspect the records maintained by the limited partnership pursuant to any provision of this chapter. If a requested record is kept on, or by means of, a blockchain, the limited partnership is not required to convert the entire blockchain into paper form but shall be deemed to comply with the requirements of this subsection by converting the requested record into paper form.
3. A clear and legible paper form produced from records that are kept in a manner described in subsection 1 is admissible in evidence and accepted for all other purposes to the same extent as an original paper record with the same information if the paper form portrays the record accurately.
(Added to NRS by 2019, 2824)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.336 - Form required for filing of records.

1. Each record filed with the Secretary of State pursuant to this chapter must be on or accompanied by a form prescribed by the Secretary of State.
2. The Secretary of State may refuse to file a record which does not comply with subsection 1 or which does not contain all of the information required by statute for filing the record.
3. If the provisions of the form prescribed by the Secretary of State conflict with the provisions of any record that is submitted for filing with the form:
(a) The provisions of the form control for all purposes with respect to the information that is required by statute to appear in the record in order for the record to be filed; and
(b) Unless otherwise provided in the record, the provisions of the record control in every other situation.
4. The Secretary of State may by regulation provide for the electronic filing of records with the Office of the Secretary of State.
(Added to NRS by 2003, 20th Special Session, 87)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.337 - Procedure to submit replacement page to Secretary of State before actual filing of record.

A general partner of a limited partnership may authorize the Secretary of State in writing to replace any page of a record submitted for filing on an expedited basis, before the actual filing, and to accept the page as if it were part of the original record. The signed authorization of the general partner to the Secretary of State permits, but does not require, the Secretary of State to alter the original record as requested.
(Added to NRS by 1997, 2817; A 2003, 3151)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.338 - Filing of records written in language other than English.

No record which is written in a language other than English may be filed or submitted for filing in the Office of the Secretary of State pursuant to the provisions of this chapter unless it is accompanied by a verified translation of that record into the English language.
(Added to NRS by 1995, 1132; A 2003, 3151)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.339 - Correction of inaccurate or defective record filed with Secretary of State; cancellation of filings.

1. A limited partnership may correct a record filed in the Office of the Secretary of State with respect to the limited partnership if the record contains an inaccurate description of a partnership action or if the record was defectively signed, attested, sealed, verified or acknowledged, including, without limitation, if the record was filed erroneously.
2. To correct a record, the limited partnership must:
(a) Prepare a certificate of correction that:
(1) States the name of the limited partnership;
(2) Describes the record, including, without limitation, its filing date;
(3) Specifies the inaccuracy or defect in the record, including, without limitation, if and to the extent applicable, the error in the filing of the record;
(4) Sets forth such information as is necessary so as to clarify or otherwise remedy the inaccuracy or defect; and
(5) Is signed by a general partner of the limited partnership or by some other person specifically authorized by the limited partnership to sign the certificate.
(b) Deliver the certificate to the Secretary of State for filing.
(c) Pay a filing fee of $175 to the Secretary of State.
3. A certificate of correction is effective on the effective date of the record it corrects except as to persons relying on the uncorrected record and adversely affected by the correction. As to those persons, the certificate is effective when filed.
4. If a limited partnership has made a filing with the Secretary of State and the Secretary of State has not processed the filing and placed the filing into the public record, the limited partnership may cancel the filing by:
(a) Filing a statement of cancellation with the Secretary of State; and
(b) Paying a fee of $50.
(Added to NRS by 2001, 1397; A 2001, 3198, 3199; 2003, 3151; 2003, 20th Special Session, 96; 2009, 2850; 2013, 880; 2023, 379)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.340 - Partnership records: Microfilming; imaging; return.

The Secretary of State may microfilm or image any record which is filed in the Office of the Secretary of State by or relating to a limited partnership pursuant to this chapter and may return the original record to the filer.
(Added to NRS by 1985, 1294; A 2003, 3152; 2003, 20th Special Session, 96)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.342 - Business which may be carried on; prohibition against formation of limited partnership for certain illegal purposes.

1. A limited partnership may carry on any business that a partnership without limited partners may carry on except banking or insurance.
2. A person shall not form a limited partnership for any illegal purpose or with the fraudulent intent to conceal any business activity, or lack thereof, from another person or a governmental agency.
(Added to NRS by 1987, 78; A 2013, 881)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.345 - Right of partner to transact other business with partnership.

Except as provided in the partnership agreement, a partner may lend money to and transact other business with the limited partnership and, subject to other applicable law, has the same rights and obligations with respect thereto as a person who is not a partner.
(Added to NRS by 1985, 1281)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.350 - Filing requirements; required and optional provisions of certificate of limited partnership.

1. In order to form a limited partnership, a certificate of limited partnership must be signed and filed in the Office of the Secretary of State. The certificate must set forth:
(a) The name of the limited partnership;
(b) The information required pursuant to NRS 77.310;
(c) The name and business address of each organizer executing the certificate;
(d) The name and business address of each initial general partner;
(e) The latest date upon which the limited partnership is to dissolve;
(f) If the limited partnership is to be a restricted limited partnership, a statement to that effect; and
(g) Any other matters the organizers determine to include therein.
2. A limited partnership is formed at the time of the filing of the certificate of limited partnership in the Office of the Secretary of State if there has been substantial compliance with the requirements of this section.
(Added to NRS by 1985, 1281; A 1987, 3, 67; 1993, 1020; 1995, 1133, 2115; 2003, 3152; 2003, 20th Special Session, 96; 2007, 2688; 2009, 1711; 2015, 3241)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.352 - Penalty for purporting to do business as limited partnership without filing certificate of limited partnership; enforcement; regulations.

1. Every person, other than a foreign limited partnership, who is purporting to do business in this State as a limited partnership and who willfully fails or neglects to file with the Secretary of State a certificate of limited partnership is subject to a fine of not less than $1,000 but not more than $10,000, to be recovered in a court of competent jurisdiction.
2. When the Secretary of State is advised that a person, other than a foreign limited partnership, is subject to the fine described in subsection 1, the Secretary of State may, as soon as practicable, refer the matter to the district attorney of the county in which the person’s principal place of business is located or the Attorney General, or both, for a determination of whether to institute proceedings to recover the fine. The district attorney of the county in which the person’s principal place of business is located or the Attorney General may institute and prosecute the appropriate proceedings to recover the fine. If the district attorney or the Attorney General prevails in a proceeding to recover the fine described in subsection 1, the district attorney or the Attorney General is entitled to recover the costs of the proceeding, including, without limitation, the cost of any investigation and reasonable attorney’s fees.
3. In the course of an investigation of a violation of this section, the Secretary of State may require a person to answer any interrogatory submitted by the Secretary of State that will assist in the investigation.
4. The Secretary of State may adopt regulations to administer the provisions of this section.
(Added to NRS by 2009, 1707; A 2013, 881)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.355 - Amendment and restatement of certificate of limited partnership.

1. A certificate of limited partnership is amended by filing a certificate of amendment thereto in the Office of the Secretary of State. The certificate must set forth:
(a) The name of the limited partnership; and
(b) The amendment.
2. Within 30 days after the happening of any of the following events, an amendment to a certificate of limited partnership reflecting the occurrence of the event or events must be filed:
(a) The admission of a new general partner;
(b) The withdrawal of a general partner; or
(c) The continuation of the business under NRS 88.550 after an event of withdrawal of a general partner.
3. A general partner who becomes aware that any statement in a certificate of limited partnership was false when made or that any arrangements or other facts described, except the address of its office or the name or address of its registered agent, have changed, making the certificate inaccurate in any respect, shall promptly amend the certificate.
4. A certificate of limited partnership may be amended at any time for any other proper purpose the general partners determine.
5. No person has any liability because an amendment to a certificate of limited partnership has not been filed to reflect the occurrence of any event referred to in subsection 2 if the amendment is filed within the 30-day period specified in subsection 2.
6. A certificate of amendment filed pursuant to this section is effective at the time of the filing of the certificate with the Secretary of State or upon a later date and time as specified in the certificate, which date must not be more than 90 days after the date on which the certificate is filed. If a certificate filed pursuant to this section specifies a later effective date but does not specify an effective time, the certificate is effective at 12:01 a.m. in the Pacific time zone on the specified later date.
7. A restated certificate of limited partnership may be signed and filed in the same manner as a certificate of amendment. If the certificate alters or amends the certificate of limited partnership in any manner, it must be accompanied by a form prescribed by the Secretary of State setting forth which provisions of the certificate of limited partnership on file with the Secretary of State are being altered or amended.
(Added to NRS by 1985, 1282; A 1987, 4, 68; 1995, 2115; 2001, 1398, 3199; 2003, 3152; 2005, 2198, 2265; 2007, 2688; 2011, 2806)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.360 - Cancellation of certificate of limited partnership.

1. A certificate of limited partnership must be cancelled upon the dissolution and the commencement of winding up of the partnership or at any other time there are no limited partners. A certificate of cancellation must be filed in the Office of the Secretary of State and set forth:
(a) The name of the limited partnership;
(b) The reason for filing the certificate of cancellation;
(c) The effective date and time of the cancellation if other than the time of the filing of the certificate with the Secretary of State, which date must not be more than 90 days after the date on which the certificate is filed; and
(d) Any other information the general partners filing the certificate determine.
2. If a certificate filed pursuant to subsection 1 specifies a later effective date but does not specify an effective time, the cancellation of the certificate of limited partnership is effective at 12:01 a.m. in the Pacific time zone on the specified later date.
(Added to NRS by 1985, 1283; A 2003, 20th Special Session, 97; 2005, 2199; 2011, 2807)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.365 - Authority of district court to order signing of certificate.

If a person required by NRS 88.375 to sign a certificate fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the district court to direct the signing of the certificate. If the court finds that it is proper for the certificate to be signed and that any person so designated has failed or refused to sign the certificate, it shall order the Secretary of State to record an appropriate certificate.
(Added to NRS by 1985, 1283; A 1987, 69; 2003, 3153)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.370 - Notice imparted by filing certificate of limited partnership.

The fact that a certificate of limited partnership is on file in the Office of the Secretary of State is notice that the partnership is a limited partnership and that a person designated as a general partner is a general partner, but it is not notice of any other fact.
(Added to NRS by 1985, 1284; A 1987, 69)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.375 - Manner in which certificates must be signed.

1. Each certificate required by NRS 88.350 to 88.390, inclusive, to be filed in the Office of the Secretary of State must be signed in the following manner:
(a) An original certificate of limited partnership must be signed by all organizers;
(b) A certificate of amendment must be signed by at least one general partner and by each other general partner designated in the certificate as a new general partner; and
(c) A certificate of cancellation must be signed by all general partners.
2. Any person may sign a certificate by an attorney-in-fact, but a power of attorney to sign a certificate relating to the admission of a general partner must specifically describe the admission.
3. The signing of a certificate by a general partner constitutes an affirmation under the penalties of perjury that the facts stated therein are true.
(Added to NRS by 1985, 1283; A 1987, 4, 69; 2003, 3153; 2005, 2265; 2009, 1711)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.380 - Filing and effectiveness of certificates or judicial decrees.

1. A signed copy of the certificate of limited partnership and of any certificates of amendment or cancellation or of any judicial decree of amendment or cancellation must be delivered to the Secretary of State. A person who signs a certificate as an agent or fiduciary need not exhibit evidence of his or her authority as a prerequisite to filing. Unless the Secretary of State finds that any certificate does not conform to law, upon receipt of all filing fees required by law the Secretary of State shall file the certificate.
2. At the time of the filing of a certificate of amendment or judicial decree of amendment with the Secretary of State, upon a later date and time as specified in the certificate or judicial decree, which date must not be more than 90 days after the date on which the certificate or judicial decree is filed or, if a certificate or judicial decree filed pursuant to this section specifies a later effective date but does not specify an effective time, at 12:01 a.m. in the Pacific time zone on the specified later date, whichever is applicable, the certificate of limited partnership is amended as set forth therein.
3. At the time of the filing of a certificate of cancellation or a judicial decree thereof with the Secretary of State, upon a later date and time as specified in the certificate or judicial decree, which date must not be more than 90 days after the date on which the certificate or judicial decree is filed or, if a certificate or judicial decree filed pursuant to this section specifies a later effective date but does not specify an effective time, at 12:01 a.m. in the Pacific time zone on the specified later date, whichever is applicable, the certificate of limited partnership is cancelled.
(Added to NRS by 1985, 1283; A 1995, 1134; 2003, 3153; 2005, 2199; 2011, 2807)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.385 - Liability for false statements in certificates.

If any certificate of limited partnership or certificate of amendment or cancellation contains a false statement, one who suffers loss by reliance on the statement may recover damages for the loss from:
1. Any person who signs the certificate, or causes another to sign it on his or her behalf, and knew, and any general partner who knew or should have known, the statement to be false at the time the certificate was signed; and
2. Any general partner who thereafter knows or should have known that any arrangement or other fact described in the certificate has changed, making the statement inaccurate in any respect within a sufficient time before the statement was relied upon reasonably to have enabled that general partner to cancel or amend the certificate, or to file a petition for its cancellation or amendment under NRS 88.365.
(Added to NRS by 1985, 1284; A 2003, 3154)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.390 - Delivery of certificates to limited partners.

Upon the return by the Secretary of State pursuant to NRS 88.380 of a certificate marked "Filed," the general partners shall promptly deliver or mail a copy of the certificate of limited partnership and each certificate of amendment or cancellation to each limited partner unless the partnership agreement provides otherwise.
(Added to NRS by 1985, 1284)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.397 - Additional filing requirements for certain partnerships: Criteria; statement; fees.

1. At the time of submitting any list required pursuant to NRS 88.395, a 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 limited partnership must submit a statement pursuant to this section if the 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 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 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 limited partnership being fined or otherwise penalized or which resulted in the 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 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 limited partnership and whether the 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 2003, 20th Special Session, 84; A 2021, 3550)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.400 - Certificate of authorization to transact business; identification of defaulting partnerships; reinstatement of partnership which is unit-owners’ association; forfeiture and penalty.

1. If a limited partnership has filed the list in compliance with NRS 88.395 and has paid the appropriate fee for the filing, the cancelled check or other proof of payment received by the limited partnership constitutes a certificate authorizing it to transact its business within this State until the anniversary date of the filing of its certificate of limited partnership in the next succeeding calendar year.
2. Each limited partnership which is required to make a filing and pay the fee prescribed in NRS 88.395 and 88.397 and which refuses or neglects to do so within the time provided is in default.
3. Upon notification from the Administrator of the Real Estate Division of the Department of Business and Industry that a limited partnership which is a unit-owners’ association as defined in NRS 116.011 or 116B.030 has failed to register pursuant to NRS 116.31158 or 116B.625 or failed to pay the fees pursuant to NRS 116.31155 or 116B.620, the Secretary of State shall deem the limited partnership to be in default. If, after the limited partnership is deemed to be in default, the Administrator notifies the Secretary of State that the limited partnership has registered pursuant to NRS 116.31158 or 116B.625 and paid the fees pursuant to NRS 116.31155 or 116B.620, the Secretary of State shall reinstate the limited partnership if the limited partnership complies with the requirements for reinstatement as provided in this section and NRS 88.410.
4. For default there must be added to the amount of the fee a penalty of $75, and unless the filings are made and the fee and penalty are paid on or before the first day of the first anniversary of the month following the month in which filing was required, the defaulting limited partnership, by reason of its default, forfeits its right to transact any business within this State.
(Added to NRS by 1985, 1294; A 1993, 1020; 1995, 1134; 1999, 1624; 2001, 1399, 3187, 3199; 2003, 48, 51; 2003, 20th Special Session, 98; 2007, 2290)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.405 - Defaulting partnerships: Duties of Secretary of State; revocation of certificate; assets held in trust.

1. The Secretary of State shall notify, by providing written notice to its registered agent, each defaulting limited partnership. The written notice:
(a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid.
(b) At the request of the registered agent, may be provided electronically.
2. Immediately after the first day of the first anniversary of the month following the month in which filing was required, the certificate of the limited partnership is revoked.
3. The Secretary of State shall compile a complete list containing the names of all limited partnerships whose right to transact business has been forfeited.
4. The Secretary of State shall notify, by providing written notice to its registered agent, each limited partnership specified in subsection 3 of the revocation of its certificate. The written notice:
(a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid.
(b) At the request of the registered agent, may be provided electronically.
5. In case of revocation of the certificate and of the forfeiture of the right to transact business thereunder, all the property and assets of the defaulting domestic limited partnership are held in trust by the general partners, and the same proceedings may be had with respect thereto as for the judicial dissolution of a limited partnership. Any person interested may institute proceedings at any time after a forfeiture has been declared, but, if the Secretary of State reinstates the limited partnership, the proceedings must at once be dismissed and all property restored to the general partners.
(Added to NRS by 1985, 1295; A 1995, 1135; 2001, 1400, 3199; 2003, 48; 2003, 20th Special Session, 99; 2007, 2690)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.410 - Defaulting partnerships: Conditions and procedure for reinstatement.

1. Except as otherwise provided in subsections 3 and 4 and NRS 88.3355, the Secretary of State shall reinstate any limited partnership which has forfeited or which forfeits its right to transact business under the provisions of this chapter and restore to the limited partnership its right to carry on business in this State, and to exercise its privileges and immunities if it:
(a) Files with the Secretary of State:
(1) The list required pursuant to NRS 88.395;
(2) The statement required by NRS 88.397, if applicable;
(3) The information required pursuant to NRS 77.310; and
(4) A declaration under penalty of perjury, on a form provided by the Secretary of State, that the reinstatement is authorized by a court of competent jurisdiction in this State or by the duly selected general partners of the limited partnership; and
(b) Except as otherwise provided in NRS 231.14057, pays to the Secretary of State:
(1) The filing fee and penalty set forth in NRS 88.395 and 88.400 for each year or portion thereof during which the certificate has been revoked;
(2) The fee set forth in NRS 88.397, if applicable; and
(3) A fee of $300 for reinstatement.
2. When the Secretary of State reinstates the limited partnership, the Secretary of State shall issue to the limited partnership a certificate of reinstatement if the limited partnership:
(a) Requests a certificate of reinstatement; and
(b) Pays the required fees pursuant to NRS 88.415.
3. Except as otherwise provided in NRS 231.14057, the Secretary of State shall not order a reinstatement unless all delinquent fees and penalties have been paid, and the revocation occurred only by reason of failure to pay the fees and penalties.
4. If a limited partnership’s certificate has been revoked pursuant to the provisions of this chapter and has remained revoked for a period of 5 years, the certificate must not be reinstated.
5. Except as otherwise provided in NRS 88.327, a reinstatement pursuant to this section relates back to the date on which the limited partnership forfeited its right to transact business under the provisions of this chapter and reinstates the limited partnership’s right to transact business as if such right had at all times remained in full force and effect.
(Added to NRS by 1985, 1295; A 1995, 1135; 1997, 2819; 2001, 3187; 2003, 20th Special Session, 99; 2007, 1331, 2430, 2691; 2013, 883; 2019, 926)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.415 - Fees.

The Secretary of State, for services relating to the official duties of the Secretary of State and the records of the Office of the Secretary of State, shall charge and collect the following fees:
1. For filing a certificate of limited partnership, or for registering a foreign limited partnership, $75.
2. For filing a certificate of registration of limited-liability limited partnership, or for registering a foreign registered limited-liability limited partnership, $100.
3. For filing a certificate of amendment of limited partnership or restated certificate of limited partnership, $175.
4. For certifying a copy of a certificate of limited partnership, an amendment to the certificate, or a certificate as amended, $30 per certification.
5. For certifying an authorized printed copy of the limited partnership law, $30.
6. For reserving a limited partnership name, or for signing, filing or certifying any other record, $25.
7. For copies provided by the Office of the Secretary of State, $2 per page.
8. For filing a certificate of cancellation of a limited partnership, $100.
Except as otherwise provided in this section, the fees set forth in NRS 78.785 apply to this chapter.
(Added to NRS by 1985, 1295; A 1987, 70; 1993, 1020; 1995, 1136; 1999, 1624; 2001, 3188; 2003, 3154; 2003, 20th Special Session, 100; 2005, 2266; 2007, 2691; 2010, 26th Special Session, 75)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.420 - When person becomes limited partner; admission of additional limited partners.

1. A person becomes a limited partner:
(a) At the time the limited partnership is formed; or
(b) At any later time stated in the records of the limited partnership for becoming a limited partner.
2. After the filing of a limited partnership’s original certificate of limited partnership, a person may be admitted as an additional limited partner:
(a) In the case of a person acquiring a partnership interest directly from the limited partnership, upon the compliance with the partnership agreement or, if the partnership agreement does not so provide, upon the written consent of all partners; and
(b) In the case of an assignee of a partnership interest of a partner who has the power, as provided in NRS 88.540, to grant the assignee the right to become a limited partner, upon the exercise of that power and compliance with any conditions limiting the grant or exercise of the power.
(Added to NRS by 1985, 1284; A 1987, 5, 71)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.435 - Liability of person erroneously believing self to be limited partner.

1. Except as provided in subsection 2, a person who makes a contribution to a business enterprise and erroneously but in good faith believes that the person has become a limited partner in the enterprise is not a general partner in the enterprise and is not bound by its obligations by reason of making the contribution, receiving distributions from the enterprise, or exercising any rights of a limited partner, if, on ascertaining the mistake, the person:
(a) Causes an appropriate certificate of limited partnership or a certificate of amendment to be signed and filed; or
(b) Withdraws from future equity participation in the enterprise by signing and filing in the Office of the Secretary of State a certificate declaring withdrawal under this section.
2. A person who makes a contribution of the kind described in subsection 1 is liable as a general partner to any third party who transacts business with the enterprise:
(a) Before the person withdraws and an appropriate certificate is filed to show withdrawal; or
(b) Before an appropriate certificate is filed to show that the person is not a general partner,
but in either case only if the third party actually believed in good faith that the person was a general partner at the time of the transaction.
(Added to NRS by 1985, 1285; A 1987, 72; 2003, 3154)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.440 - Right of limited partner to records and information of partnership.

Each limited partner has the right to:
1. Inspect and copy any of the partnership records required to be maintained by NRS 88.335; and
2. Obtain from the general partners from time to time upon reasonable demand:
(a) True and full information regarding the state of the business and financial condition of the limited partnership;
(b) Promptly after becoming available, a copy of the limited partnership’s federal, state and local income tax returns for each year; and
(c) Other information regarding the affairs of the limited partnership as is just and reasonable.
(Added to NRS by 1985, 1286)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.445 - Admission of additional general partners.

After the filing of a limited partnership’s original certificate of limited partnership, additional general partners may be admitted as provided in writing in the partnership agreement or, if the partnership agreement does not provide in writing for the admission of additional general partners, with the written consent of all partners.
(Added to NRS by 1985, 1286; A 1987, 73)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.450 - Events of withdrawal.

Except as approved by the specific written consent of all partners at the time, a person ceases to be a general partner of a limited partnership upon the happening of any of the following events:
1. The general partner withdraws from the limited partnership as provided in NRS 88.495;
2. The general partner ceases to be a member of the limited partnership as provided in NRS 88.530;
3. The general partner is removed as a general partner in accordance with the partnership agreement;
4. Unless otherwise provided in writing in the partnership agreement, the general partner:
(a) Makes an assignment for the benefit of creditors;
(b) Files a voluntary petition in bankruptcy;
(c) Is adjudicated a bankrupt or insolvent;
(d) Files a petition or answer seeking for the general partner any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation;
(e) Files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the general partner in any proceeding of this nature; or
(f) Seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the general partner or of all or any substantial part of the general partner’s properties;
5. Unless otherwise provided in writing in the partnership agreement, 120 days after the commencement of any proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, the proceeding has not been dismissed, or if within 90 days after the appointment without the general partner’s consent or acquiescence of a trustee, receiver or liquidator of the general partner or of all or any substantial part of the general partner’s properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated;
6. In the case of a general partner who is a natural person:
(a) The general partner’s death; or
(b) The entry by a court of competent jurisdiction adjudicating the general partner to be incapacitated;
7. In the case of a general partner who is acting as a general partner by virtue of being a trustee of a trust, the termination of the trust, but not merely the substitution of a new trustee;
8. In the case of a general partner that is a separate partnership, the dissolution and commencement of winding up of the separate partnership;
9. In the case of a general partner that is a corporation, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter; or
10. In the case of an estate, the distribution by the fiduciary of the estate’s entire interest in the partnership.
(Added to NRS by 1985, 1286; A 1987, 73)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.455 - Rights, powers and liabilities.

1. Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions of a partner in a partnership without limited partners.
2. Except as provided in this chapter, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to persons other than the partnership and the other partners. Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to the partnership and to the other partners.
(Added to NRS by 1985, 1287)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.460 - Contributions to partnership by general partner.

A general partner of a limited partnership may make contributions to the partnership and share in the profits and losses of, and in distributions from, the limited partnership as a general partner. A general partner also may make contributions to and share in profits, losses and distributions as a limited partner. A person who is both a general partner and a limited partner has the rights and powers, and is subject to the restrictions and liabilities, of a general partner and, except as provided in the partnership agreement, also has the powers, and is subject to the restrictions, of a limited partner to the extent of the person’s participation in the partnership as a limited partner.
(Added to NRS by 1985, 1287)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.475 - Liability of partner for contributions to partnership.

1. A promise by a limited partner to contribute to the limited partnership is not enforceable unless set out in a writing signed by the limited partner.
2. Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform any enforceable promise to contribute cash or property or to perform services, even if the partner is unable to perform because of death, disability or any other reason. If a partner does not make the required contribution of property or services, the partner is obligated at the option of the limited partnership to contribute cash equal to that portion of the value, as stated in the partnership records required to be kept pursuant to NRS 88.335, of the stated contribution that has not been made.
3. Unless otherwise provided in the partnership agreement, 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 the partners. Notwithstanding the compromise, a creditor of a limited partnership who extends credit or otherwise acts in reliance on that obligation after the partner signs a writing that reflects the obligation and before the amendment or cancellation thereof to reflect the compromise, may enforce the original obligation.
(Added to NRS by 1985, 1288; A 1987, 74)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.480 - Sharing of profits and losses among partners.

The profits and losses of a limited partnership must be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, profits and losses must be allocated on the basis of the value, as stated in the partnership records required to be kept pursuant to NRS 88.335, of the contributions made by each partner to the extent they have been received by the partnership and have not been returned.
(Added to NRS by 1985, 1288; A 1987, 74)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.485 - Distribution of assets among partners.

Distributions of cash or other assets of a limited partnership must be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, distributions must be made on the basis of the value, as stated in the partnership records required to be kept pursuant to NRS 88.335, of the contributions made by each partner to the extent they have been received by the partnership and have not been returned.
(Added to NRS by 1985, 1288; A 1987, 75)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.490 - Right of partner to receive distributions before withdrawal from or dissolution of partnership.

Except as provided in NRS 88.490 to 88.525, inclusive, a partner is entitled to receive distributions from a limited partnership before the partner’s withdrawal from the limited partnership and before the dissolution and winding up thereof to the extent and at the times or upon occurrence of the events specified in the partnership agreement.
(Added to NRS by 1985, 1289; A 1987, 75)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.495 - Withdrawal of general partner.

A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners, but if the withdrawal violates the partnership agreement, the limited partnership may recover from the withdrawing general partner damages for breach of the partnership agreement and offset the damages against the amount otherwise distributable to the general partner.
(Added to NRS by 1985, 1289)