reglab/statecodes huggingface dataset:
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.505 - Distribution upon withdrawal.

Except as provided in NRS 88.490 to 88.525, inclusive, upon withdrawal any withdrawing partner is entitled to receive any distribution to which the withdrawing partner is entitled under the partnership agreement and, if not otherwise provided in the agreement, the withdrawing partner is entitled to receive, within a reasonable time after withdrawal, the fair value of his or her interest in the limited partnership as of the date of withdrawal based upon his or her right to share in distributions from the limited partnership.
(Added to NRS by 1985, 1289)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.510 - Distribution in kind.

Except as provided in writing in the partnership agreement, a partner, regardless of the nature of the partner’s contributions, has no right to demand and receive any distribution from a limited partnership in any form other than cash. Except as provided in writing in the partnership agreement, a partner may not be compelled to accept a distribution of any asset in kind from a limited partnership to the extent that the percentage of the asset distributed to the partner exceeds a percentage of that asset which is equal to the percentage in which the partner shares in distributions from the limited partnership.
(Added to NRS by 1985, 1289; A 1987, 75)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.520 - Limitations on distribution.

A partner may not receive a distribution from a limited partnership to the extent that, after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interests, exceed the fair value of the partnership assets.
(Added to NRS by 1985, 1289)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.522 - Limitations on distributions applicable to restricted limited partnerships.

1. If the limited partnership has elected in its certificate of limited partnership to be a restricted limited partnership pursuant to NRS 88.350, subject to the provisions of NRS 88.520, and unless otherwise provided in the certificate of limited partnership, the limited partnership shall not make any distributions to its partners with respect to their partnership interests until 10 years after:
(a) The date of formation of the restricted limited partnership as long as the original certificate of limited partnership elected to be treated as a restricted limited partnership and as long as the limited partnership has remained a restricted limited partnership since the date of formation; or
(b) The effective date of the amendment to the certificate of limited partnership in which the limited partnership elected to be treated as a restricted limited partnership and as long as the limited partnership has remained a restricted limited partnership since the effective date of the amendment.
2. The provisions of this section apply as the default provisions of a restricted limited partnership to the extent the provisions of this section are inconsistent with or add to the other provisions of this chapter and to the extent not otherwise modified in the certificate of limited partnership of the restricted limited partnership.
(Added to NRS by 2009, 1707)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.525 - Liability upon return of contribution.

1. If a partner has received the return of any part of the partner’s contribution without violation of the partnership agreement or this chapter, the partner is liable to the limited partnership for a period of 1 year thereafter for the amount of the returned contribution, but only to the extent necessary to discharge the limited partnership’s liabilities to creditors who extended credit to the limited partnership during the period the contribution was held by the partnership.
2. If a partner has received the return of any part of the partner’s contribution in violation of the partnership agreement or this chapter, the partner is liable to the limited partnership for a period of 6 years thereafter for the amount of the contribution wrongfully returned.
3. A partner receives a return of the partner’s contribution to the extent that a distribution to the partner reduces his or her share of the fair value of the net assets of the limited partnership below the value, as set forth in the partnership records required to be kept pursuant to NRS 88.335, of the partner’s contribution which has not been distributed to the partner.
(Added to NRS by 1985, 1290; A 1987, 75)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.530 - Assignments.

Except as provided in the partnership agreement, a partnership interest is assignable in whole or in part. An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights of a partner. An assignment entitles the assignee to receive, to the extent assigned, only the distribution to which the assignor would be entitled. Except as provided in the partnership agreement, a partner ceases to be a partner upon assignment of all the partnership interest of the partner.
(Added to NRS by 1985, 1290)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.535 - Rights and remedies of creditor of partner.

1. On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the partner with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the partnership interest.
2. This section:
(a) Provides the exclusive remedy by which a judgment creditor of a partner or an assignee of a partner may satisfy a judgment out of the partnership interest of the judgment debtor. No other remedy, including, without limitation, foreclosure on the partner’s partnership interest or a court order for directions, accounts and inquiries that the debtor or partner might have made, is available to the judgment creditor attempting to satisfy the judgment out of the judgment debtor’s interest in the limited partnership, and no other remedy may be ordered by a court.
(b) Does not deprive any partner of the benefit of any exemption laws applicable to the partnership interest of the partner.
(c) Does not supersede any written agreement between a partner and creditor if the written agreement does not conflict with the partnership’s certificate of limited partnership or partnership agreement.
(Added to NRS by 1985, 1290; A 2001, 1400, 3199; 2003, 3155; 2003, 20th Special Session, 101; 2011, 2807)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.540 - Right of assignee to become limited partner; liability.

1. An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that:
(a) The assignor gives the assignee that right in accordance with authority described in the partnership agreement; or
(b) All other partners consent.
2. An assignee who has become a limited partner has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a limited partner under the partnership agreement and this chapter. An assignee who becomes a limited partner also is liable for the obligations of the assignor to make and return contributions as provided in NRS 88.490 to 88.525, inclusive. However, the assignee is not obligated for liabilities unknown to the assignee at the time the assignee became a limited partner.
3. If an assignee of a partnership interest becomes a limited partner, the assignor is not released from his or her liability to the limited partnership under NRS 88.385 and 88.475.
(Added to NRS by 1985, 1290; A 1987, 76)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.545 - Rights of estate of deceased or incapacitated partner.

If a partner who is a natural person dies or a court of competent jurisdiction adjudges such a partner to be incapacitated, the partner’s executor, administrator, guardian, conservator or other legal representative may exercise all of the partner’s rights for the purpose of settling the partner’s estate or administering the partner’s property, including any power the partner had to give an assignee the right to become a limited partner. If a partner is a corporation, trust or other entity and is dissolved or terminated, the powers of that partner may be exercised by its legal representative or successor.
(Added to NRS by 1985, 1291)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.548 - Dissolution of limited partnership whose certificate has been revoked without additional fees and penalties; regulations.

1. The Secretary of State shall authorize a limited partnership whose certificate of limited partnership has been revoked to dissolve without paying additional fees and penalties, other than the fee for filing a certificate of cancellation required by NRS 88.415, if the limited partnership provides evidence satisfactory to the Secretary of State that the limited partnership did not transact business in this State or as a limited partnership organized pursuant to the laws of this State:
(a) During the entire period for which its certificate of limited partnership was revoked; or
(b) During a portion of the period for which its certificate of limited partnership was revoked and the limited partnership paid the fees and penalties for the portion of that period in which the limited partnership transacted business in this State or as a limited partnership organized pursuant to the laws of this State.
2. The Secretary of State may adopt regulations to administer the provisions of this section.
(Added to NRS by 2015, 1305)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.550 - Events causing dissolution.

A limited partnership is dissolved and its affairs must be wound up upon the happening of the first of the following to occur:
1. At the time specified in the certificate of limited partnership;
2. Upon the happening of events specified in writing in the partnership agreement;
3. Written consent of all partners;
4. An event of withdrawal of a general partner unless at the time there is at least one other general partner and the written provisions of the partnership agreement permit the business of the limited partnership to be carried on by the remaining general partner and that partner does so, but the limited partnership is not dissolved and is not required to be wound up by reason of any event of withdrawal if, within 90 days after the withdrawal, all partners agree in writing to continue the business of the limited partnership and to the appointment of one or more additional general partners if necessary or desired; or
5. Entry of a decree of judicial dissolution under NRS 88.555.
(Added to NRS by 1985, 1291; A 1987, 76)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.560 - Winding up.

Except as provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners, may wind up the limited partnership’s affairs; but the district court may wind up the limited partnership’s affairs upon application of any partner or the partner’s legal representative or assignee.
(Added to NRS by 1985, 1291)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.565 - Distribution of assets.

Upon the winding up of a limited partnership, the assets must be distributed as follows:
1. To creditors, including partners who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the limited partnership other than liabilities for distributions to partners under NRS 88.490 or 88.505;
2. Except as provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions under NRS 88.490 or 88.505; and
3. Except as provided in the partnership agreement, to partners, first, for the return of their contributions and second, respecting their partnership interests, in the proportions in which the partners share in distributions.
(Added to NRS by 1985, 1291)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.570 - Law governing organization, internal affairs and liability of limited partners.

Subject to the constitution of this State:
1. The laws of the state or jurisdiction under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners; and
2. A foreign limited partnership may not be denied registration by reason of any difference between those laws and the laws of this State.
(Added to NRS by 1985, 1292; A 2009, 1711)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.575 - Filing requirements; prohibition against registration for certain illegal purposes; required provisions of application for registration.

1. Before transacting business in this State, a foreign limited partnership shall register with the Secretary of State. A person shall not register a foreign limited partnership with the Secretary of State for any illegal purpose or with the fraudulent intent to conceal any business activity, or lack thereof, from another person or a governmental agency.
2. In order to register, a foreign limited partnership shall submit to the Secretary of State an application for registration as a foreign limited partnership, signed by a general partner. The application for registration must set forth:
(a) The name of the foreign limited partnership and, if different, the name under which it proposes to register and transact business in this State;
(b) The state or jurisdiction under whose law the foreign limited partnership is organized and the date of its organization;
(c) The information required pursuant to NRS 77.310;
(d) A statement that the Secretary of State is appointed the agent of the foreign limited partnership for service of process if the registered agent’s authority has been revoked or if the registered agent cannot be found or served with the exercise of reasonable diligence;
(e) The address of the office required to be maintained in the state or jurisdiction of its organization by the laws of that state or jurisdiction or, if not so required, of the principal office of the foreign limited partnership;
(f) The name and business address of each general partner; and
(g) The address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions, together with an undertaking by the foreign limited partnership to keep those records until the foreign limited partnership’s registration in this State is cancelled or withdrawn.
(Added to NRS by 1985, 1292; A 1987, 77; 1993, 1021; 1995, 1137, 2116; 1999, 1625; 2007, 2692; 2009, 1711; 2011, 101; 2013, 884)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.580 - Issuance of certificate of registration by Secretary of State.

If the Secretary of State finds that an application for registration conforms to law and all requisite fees have been paid, the Secretary of State shall issue a certificate of registration to transact business in this State and mail it to the person who filed the application or the person’s representative.
(Added to NRS by 1985, 1292; A 1995, 2117)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.585 - Registration of name.

Except as otherwise provided in NRS 88.609, a foreign limited partnership may register with the Secretary of State under any name, whether or not it is the name under which it is registered in its state or jurisdiction of organization, that contains the words "limited partnership" or the abbreviation "LP" or "L.P." and that could be registered by a domestic limited partnership.
(Added to NRS by 1985, 1293; A 2003, 20th Special Session, 101; 2007, 1332; 2011, 101)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.590 - Amendments to application for registration.

If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign limited partnership shall promptly file in the Office of the Secretary of State a certificate, signed and sworn to by a general partner, correcting such statement.
(Added to NRS by 1985, 1293)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.5915 - Additional filing requirements for certain partnerships: Criteria; statement; fees.

1. At the time of submitting any list required pursuant to NRS 88.591, a foreign limited partnership that meets the criteria set forth in subsection 2 must submit:
(a) The statement required pursuant to subsection 3, accompanied by a declaration under penalty of perjury attesting that the statement does not contain any material misrepresentation of fact; and
(b) A fee of $100,000, to be distributed in the manner provided pursuant to subsection 4.
2. A foreign limited partnership must submit a statement pursuant to this section if the foreign limited partnership, including its parent and all subsidiaries:
(a) Holds 25 percent or more of the share of the market within this state for any product sold or distributed by the foreign limited partnership within this State; and
(b) Has had, during the previous 5-year period, a total of five or more investigations commenced against the foreign limited partnership, its parent or its subsidiaries in any jurisdiction within the United States, including all state and federal investigations:
(1) Which concern any alleged contract, combination or conspiracy in restraint of trade, as described in subsection 1 of NRS 598A.060, or which concern similar activities prohibited by a substantially similar law of another jurisdiction; and
(2) Which resulted in the foreign limited partnership being fined or otherwise penalized or which resulted in the foreign limited partnership being required to divest any holdings or being unable to acquire any holdings as a condition for the settlement, dismissal or resolution of those investigations.
3. A foreign limited partnership that meets the criteria set forth in subsection 2 shall submit a statement which includes the following information with respect to each investigation:
(a) The jurisdiction in which the investigation was commenced.
(b) A summary of the nature of the investigation and the facts and circumstances surrounding the investigation.
(c) If the investigation resulted in criminal or civil litigation, a copy of all pleadings filed in the investigation by any party to the litigation.
(d) A summary of the outcome of the investigation, including specific information concerning whether any fine or penalty was imposed against the foreign limited partnership and whether the foreign limited partnership was required to divest any holdings or was unable to acquire any holdings as a condition for the settlement, dismissal or resolution of the investigation.
4. The fee collected pursuant to subsection 1 must be deposited in the Attorney General’s Administration Budget Account and used solely for the purpose of investigating any alleged contract, combination or conspiracy in restraint of trade, as described in subsection 1 of NRS 598A.060 and subsection 1 of NRS 598A.440.
(Added to NRS by 2003, 20th Special Session, 88; A 2021, 3551)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.592 - Certificate of authorization to transact business.

If a foreign limited partnership has filed the initial or annual list in compliance with NRS 88.591 and has paid the appropriate fee for the filing, the cancelled check or other proof of payment received by the foreign limited partnership constitutes a certificate authorizing it to transact its business within this State until the last day of the month in which the anniversary of its qualification to transact business occurs in the next succeeding calendar year.
(Added to NRS by 2003, 20th Special Session, 89)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.5925 - Addresses of general partners required; failure to file.

1. Each list required to be filed under the provisions of NRS 88.591 to 88.5945, inclusive, must, after the name of each general partner listed thereon, set forth the address, either residence or business, of each general partner.
2. If the addresses are not stated for each person on any list offered for filing, the Secretary of State may refuse to file the list, and the foreign limited partnership for which the list has been offered for filing is subject to all the provisions of NRS 88.591 to 88.5945, inclusive, relating to failure to file the list within or at the times therein specified, unless a list is subsequently submitted for filing which conforms to the provisions of this section.
(Added to NRS by 2003, 20th Special Session, 89; A 2009, 1712)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.5927 - List or statement to be maintained at principal office in State or with custodian of records; requirement to assist in criminal investigation; failure to comply; regulations.

1. A foreign limited partnership shall maintain at its principal office in this State or with its custodian of records whose name and street address are kept at the foreign limited partnership’s registered office a current list of each general partner.
2. Upon the request of the Secretary of State, the foreign 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. 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 information contained in 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 foreign 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 subsection 1; or
(b) Answer any interrogatory submitted by the Secretary of State that will assist in the criminal investigation.
4. If a foreign 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 certificate authorizing the foreign limited partnership to transact business in this State.
5. The Secretary of State shall not reinstate or revive a certificate authorizing a foreign limited partnership to transact business in this State that was revoked or suspended pursuant to subsection 4 unless:
(a) The foreign 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 certificate authorizing the foreign 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, 1330; A 2009, 2852; 2015, 1311)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.593 - Defaulting partnerships: Identification; forfeiture of right to transact business; penalty.

1. Each foreign limited partnership which is required to make a filing and pay the fee prescribed in NRS 88.591 to 88.5945, inclusive, and which refuses or neglects to do so within the time provided is in default.
2. For default there must be added to the amount of the fee a penalty of $75 and unless the filing is made and the fee and penalty are paid on or before the last day of the month in which the anniversary date of the foreign limited partnership occurs, the defaulting foreign limited partnership by reason of its default forfeits its right to transact any business within this State. The fee and penalty must be collected as provided in this chapter.
(Added to NRS by 2003, 20th Special Session, 89)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.5935 - Defaulting partnerships: Duties of Secretary of State.

1. The Secretary of State shall notify, by providing written notice to its registered agent, each foreign limited partnership deemed in default pursuant to NRS 88.593. 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 last day of the month in which the anniversary date of the filing of the certificate of limited partnership occurs, the Secretary of State shall compile a complete list containing the names of all foreign limited partnerships whose right to transact business has been forfeited.
3. The Secretary of State shall notify, by providing written notice to its registered agent, each foreign limited partnership specified in subsection 2 of the forfeiture of its right to transact business. 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.
(Added to NRS by 2003, 20th Special Session, 90; A 2007, 2693)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.594 - Defaulting partnerships: Conditions and procedure for reinstatement.

1. Except as otherwise provided in subsections 3 and 4 and NRS 88.5927, the Secretary of State shall reinstate a foreign limited partnership which has forfeited or which forfeits its right to transact business under the provisions of this chapter and shall restore to the foreign limited partnership its right to transact business in this State, and to exercise its privileges and immunities, if it:
(a) Files with the Secretary of State:
(1) The list required by NRS 88.591;
(2) The statement required by NRS 88.5915, 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 foreign 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 88.591 and 88.593 for each year or portion thereof that its right to transact business was forfeited;
(2) The fee set forth in NRS 88.5915, if applicable; and
(3) A fee of $300 for reinstatement.
2. When the Secretary of State reinstates the foreign limited partnership, the Secretary of State shall issue to the foreign limited partnership a certificate of reinstatement if the foreign 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 of the right to transact business occurred only by reason of failure to pay the fees and penalties.
4. If the right of a foreign limited partnership to transact business in this State has been forfeited pursuant to the provisions of this chapter and has remained forfeited for a period of 5 consecutive years, the right is not subject to reinstatement.
5. Except as otherwise provided in NRS 88.5945, a reinstatement pursuant to this section relates back to the date on which the foreign limited partnership forfeited its right to transact business under the provisions of this chapter and reinstates the foreign 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 2003, 20th Special Session, 90; A 2007, 1332, 2430, 2693; 2013, 886; 2019, 927)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.5945 - Defaulting partnerships: Reinstatement or revival under old or new name; regulations.

1. Except as otherwise provided in subsection 2, if a foreign limited partnership applies to reinstate or revive its certificate of registration and its name has been legally reserved or acquired by another artificial person formed, organized, registered or qualified pursuant to the provisions of this title whose name is on file with the Office of the Secretary of State or reserved in the Office of the Secretary of State pursuant to the provisions of this title, the foreign limited partnership must in its application for reinstatement or revival submit in writing to the Secretary of State some other name under which it desires its existence to be reinstated or revived. If that name is distinguishable from all other names reserved or otherwise on file, the Secretary of State shall reinstate or revive the foreign limited partnership under that new name.
2. If the applying foreign limited partnership submits the written, acknowledged consent of the artificial person having a name, or the person who has reserved a name, which is not distinguishable from the old name of the applying foreign limited partnership or a new name it has submitted, it may be reinstated or revived under that name.
3. For the purposes of this section, a proposed name is not distinguishable from a name on file or reserved solely because one or the other contains distinctive lettering, a distinctive mark, a trademark or a trade name, or any combination thereof.
4. The Secretary of State may adopt regulations that interpret the requirements of this section.
(Added to NRS by 2003, 20th Special Session, 90; A 2015, 1311)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.5947 - Cancellation of revoked registration without additional fees and penalties; regulations.

1. The Secretary of State shall authorize a foreign limited partnership whose right to transact business in this State has been revoked to cancel its registration in this State without paying additional fees and penalties, other than the fee for filing a certificate of cancellation required by NRS 88.415, if the foreign limited partnership provides evidence satisfactory to the Secretary of State that the foreign limited partnership did not transact business in this State:
(a) During the entire period for which its registration in this State was revoked; or
(b) During a portion of the period for which its registration in this State was revoked and the foreign limited partnership paid the fees and penalties for the portion of that period in which the foreign limited partnership transacted business in this State.
2. The Secretary of State may adopt regulations to administer the provisions of this section.
(Added to NRS by 2015, 1307)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.595 - Cancellation of registration.

1. A foreign limited partnership may cancel its registration by filing with the Secretary of State a certificate of cancellation signed by a general partner. The certificate must set forth:
(a) The name of the foreign 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 deemed necessary by the general partners of the partnership.
A cancellation does not terminate the authority of the Secretary of State to accept service of process on the foreign limited partnership with respect to causes of action arising out of the transactions of business in this State.
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 registration is effective at 12:01 a.m. in the Pacific time zone on the specified later date.
(Added to NRS by 1985, 1293; A 1995, 1137; 1999, 1625; 2003, 20th Special Session, 101; 2005, 2199; 2011, 2808)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.600 - Penalty for transacting business without registration; enforcement; regulations.

1. Every foreign limited partnership transacting business in this State which willfully fails or neglects to register with the Secretary of State in accordance with the provisions of NRS 87A.540 or 88.575 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. Every foreign limited partnership transacting business in this State which fails or neglects to register with the Secretary of State in accordance with the provisions of NRS 87A.540 or 88.575 may not commence or maintain any action, suit or proceeding in any court of this State until it has registered in this State.
3. The failure of a foreign limited partnership to register with the Secretary of State does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action, suit or proceeding in any court of this State.
4. When the Secretary of State is advised that 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 where the foreign limited partnership has its principal place of business or the Attorney General, or both, for a determination of whether to institute proceedings to recover the fine. The district attorney of the county where the foreign limited partnership has its principal place of business 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.
5. In the course of an investigation of a violation of this section, the Secretary of State may require a foreign limited partnership to answer any interrogatory submitted by the Secretary of State that will assist in the investigation.
6. A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of having transacted business in this State without registration.
7. A foreign limited partnership, by transacting business in this State without registering with the Secretary of State, appoints the Secretary of State as its agent for service of process with respect to causes of action arising out of the transaction of business in this State.
8. The Secretary of State may adopt regulations to administer the provisions of this section.
(Added to NRS by 1985, 1293; A 2009, 1712; 2013, 886)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.602 - Activities not constituting transaction of business.

1. For the purposes of NRS 88.570 to 88.605, inclusive, the following activities do not constitute transacting business in this State:
(a) Maintaining, defending or settling any proceeding;
(b) Holding meetings of the managers or members or carrying on other activities concerning internal company affairs;
(c) Maintaining accounts in banks or credit unions;
(d) Maintaining offices or agencies for the transfer, exchange and registration of the company’s own securities or maintaining trustees or depositaries with respect to those securities;
(e) Making sales through independent contractors;
(f) Soliciting or receiving orders outside this State through or in response to letters, circulars, catalogs or other forms of advertising, accepting those orders outside this State and filling them by shipping goods into this State;
(g) Creating or acquiring indebtedness, mortgages and security interests in real or personal property;
(h) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts;
(i) Owning, without more, real or personal property;
(j) Isolated transactions completed within 30 days and not a part of a series of similar transactions;
(k) The production of motion pictures as defined in NRS 231.020;
(l) Transacting business as an out-of-state depository institution pursuant to the provisions of chapters 657 to 671, inclusive, of NRS; and
(m) Transacting business in interstate commerce.
2. The list of activities in subsection 1 is not exhaustive.
3. A person who is not transacting business in this State within the meaning of this section need not qualify or comply with any provision of this chapter, title 55 of NRS or chapter 645A or 645B of NRS unless the person:
(a) Maintains an office in this State for the transaction of business; or
(b) Solicits or accepts deposits in the State, except pursuant to the provisions of chapter 666 or 666A of NRS.
4. The fact that a person is not transacting business in this State within the meaning of this section:
(a) Does not affect the determination of whether any court, administrative agency or regulatory body in this State may exercise personal jurisdiction over the person in any civil action, criminal action, administrative proceeding or regulatory proceeding; and
(b) Except as otherwise provided in subsection 3, does not affect the applicability of any other provision of law with respect to the person and may not be offered as a defense or introduced in evidence in any civil action, criminal action, administrative proceeding or regulatory proceeding to prove that the person is not transacting business in this State, including, without limitation, any civil action, criminal action, administrative proceeding or regulatory proceeding involving an alleged violation of chapter 597, 598 or 598A of NRS.
5. As used in this section, "deposits" means demand deposits, savings deposits and time deposits, as those terms are defined in chapter 657 of NRS.
(Added to NRS by 2003, 3147; A 2015, 1312; 2017, 3088)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.603 - Determination of whether solicitation is made or accepted.

1. For the purposes of NRS 88.602, a solicitation of a deposit is made in this State, whether or not either party is present in this State, if the solicitation:
(a) Originates in this state; or
(b) Is directed by the solicitor to a destination in this State and received where it is directed, or at a post office in this State if the solicitation is mailed.
2. A solicitation of a deposit is accepted in this State if acceptance:
(a) Is communicated to the solicitor in this state; and
(b) Has not previously been communicated to the solicitor, orally or in writing, outside this State.
Acceptance is communicated to the solicitor in this State, whether or not either party is present in this State, if the depositor directs it to the solicitor reasonably believing the solicitor to be in this State and it is received where it is directed, or at any post office in this State if the acceptance is mailed.
3. A solicitation made in a newspaper or other publication of general, regular and paid circulation is not made in this State if the publication:
(a) Is not published in this state; or
(b) Is published in this State but has had more than two-thirds of its circulation outside this State during the 12 months preceding the solicitation.
If a publication is published in editions, each edition is a separate publication except for material common to all editions.
4. A solicitation made in a radio or television program or other electronic communication received in this State which originates outside this State is not made in this State. A radio or television program or other electronic communication shall be deemed to have originated in this State if the broadcast studio or origin of the source of transmission is located within the State, unless:
(a) The program or communication is syndicated and distributed from outside this State for redistribution to the general public in this State;
(b) The program is supplied by a radio, television or other electronic network whose electronic signal originates outside this State for redistribution to the general public in this State;
(c) The program or communication is an electronic signal that originates outside this State and is captured for redistribution to the general public in this State by a community antenna or cable, radio, cable television or other electronic system; or
(d) The program or communication consists of an electronic signal which originates within this State, but which is not intended for redistribution to the general public in this State.
(Added to NRS by 2003, 3148)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.605 - Action by Attorney General to restrain transaction of business.

The Attorney General may bring an action to restrain a foreign limited partnership from transacting business in this State in violation of NRS 88.570 to 88.605, inclusive.
(Added to NRS by 1985, 1293; A 2003, 3155; 2015, 1313)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.606 - Filing requirements; required and optional provisions of certificate of registration; prohibition against registration for certain illegal purposes.

1. To become a registered limited-liability limited partnership, a limited partnership shall file with the Secretary of State a certificate of registration stating each of the following:
(a) The name of the limited partnership.
(b) The street address of its principal office.
(c) The information required pursuant to NRS 77.310.
(d) The name and business address of each organizer signing the certificate.
(e) The name and business address of each initial general partner.
(f) That the limited partnership thereafter will be a registered limited-liability limited partnership.
(g) Any other information that the limited partnership wishes to include.
2. The certificate of registration must be signed by the vote necessary to amend the partnership agreement or, in the case of a partnership agreement that expressly considers contribution obligations, the vote necessary to amend those provisions.
3. The Secretary of State shall register as a registered limited-liability limited partnership any limited partnership that submits a completed certificate of registration with the required fee.
4. Any person may register as a registered limited-liability limited partnership at the time of filing a certificate of limited partnership by filing a certificate of limited partnership and a certificate of registration of a limited-liability limited partnership with the Secretary of State and paying the fees required pursuant to subsections 1 and 2 of NRS 88.415.
5. The registration of a registered limited-liability limited partnership is effective at the time of the filing of the certificate of registration.
6. A person shall not register a registered limited-liability 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 2003, 20th Special Session, 85; A 2007, 2694; 2009, 2853; 2013, 887)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.6062 - Penalty for purporting to do business as registered limited-liability limited partnership without registration; enforcement; regulations.

1. Every person, other than a limited-liability limited partnership formed pursuant to an agreement governed by the laws of another state, who is purporting to do business in this State as a registered limited-liability limited partnership and who willfully fails or neglects to file with the Secretary of State a certificate of registration is subject to a fine of not less than $1,000 but not more than $10,000, to be recovered in a court of competent jurisdiction.
2. When the Secretary of State is advised that a person is subject to the fine described in subsection 1, the Secretary of State may, as soon as practicable, refer the matter to the district attorney of the county in which the person’s principal place of business is located or the Attorney General, or both, for a determination of whether to institute proceedings to recover the fine. The district attorney of the county in which the person’s principal place of business is located or the Attorney General may institute and prosecute the appropriate proceedings to recover the fine. If the district attorney or the Attorney General prevails in a proceeding to recover the fine described in this section, 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, 1708; A 2013, 888)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.6067 - List or statement to be maintained at principal office in State or with custodian of records; requirement to assist in criminal investigation; failure to comply; regulations.

1. A registered limited-liability limited partnership shall maintain at its principal office in this State or with its custodian of records whose name and street address are available at the registered office of the registered limited-liability limited partnership a current list of each general partner.
2. Upon the request of the Secretary of State, the registered limited-liability 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. 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 information contained in 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 registered limited-liability 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 subsection 1; or
(b) Answer any interrogatory submitted by the Secretary of State that will assist in the criminal investigation.
4. If a registered limited-liability 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 certificate of registration.
5. The Secretary of State shall not reinstate or revive a certificate of registration that was revoked or suspended pursuant to subsection 4 unless:
(a) The registered limited-liability 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 certificate of registration.
6. The Secretary of State may adopt regulations to administer the provisions of this section.
(Added to NRS by 2007, 1331; A 2009, 2854; 2015, 1313)