reglab/statecodes huggingface dataset:
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.580 - 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 available 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not reinstate or revive a certificate authorizing a foreign limited partnership to transact business in this State that was revoked or suspended pursuant to subsection 4 unless: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, 1347; A 2009, 2848; 2015, 1303)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.585 - 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 87A.560 to 87A.600, 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 2007, 475)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.590 - 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 87A.585. 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 2007, 476)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.595 - Defaulting partnerships: Conditions and procedure for reinstatement.

1. Except as otherwise provided in subsections 3 and 4 and NRS 87A.580, 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 87A.560;
(2) The statement required by NRS 87A.565, 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 87A.560 and 87A.585 for each year or portion thereof that its right to transact business was forfeited;
(2) The fee set forth in NRS 87A.565, 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 87A.315.
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. 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 2007, 476; A 2007, 1347; 2009, 1705; 2013, 876; 2019, 925)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.600 - 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 2007, 477; A 2015, 1304)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.602 - Cancellation of 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 87A.315, 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, 1299)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.605 - 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 2007, 477; A 2011, 2804)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.610 - 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 with the Secretary of 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 any applicable fine provided for in this section. 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 a fine pursuant to 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.
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 2007, 477; A 2009, 1706; 2013, 877)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.615 - Activities not constituting transaction of business.

1. For the purposes of NRS 87A.535 to 87A.625, 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 2007, 478; A 2015, 1304; 2017, 3088)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.620 - Determination of whether solicitation is made or accepted.

1. For the purposes of NRS 87A.615, 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 2007, 479)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.625 - 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 87A.535 to 87A.625, inclusive.
(Added to NRS by 2007, 479; A 2015, 1305)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.630 - Filing requirements; prohibition against registration for certain illegal purposes; required and optional provisions of certificate of registration.

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. 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.
4. Any person may register as a registered limited-liability limited partnership at the time the person files 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 prescribed in subsections 1 and 2 of NRS 87A.315.
5. The registration of a registered limited-liability limited partnership is effective at the time of the filing of the certificate of registration with the Secretary of State or upon a later date and time as specified in the certificate of registration, which date must not be more than 90 days after the date on which the certificate of registration is filed. If the certificate of registration specifies a later effective date but does not specify an effective time, the certificate of registration is effective at 12:01 a.m. in the Pacific time zone on the specified later date.
(Added to NRS by 2007, 479; A 2009, 2848; 2011, 2804; 2013, 878)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.632 - 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, 1701; A 2013, 879)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.635 - Name of partnership: Distinguishable name required; limitations; availability of name of forfeited, merged or otherwise terminated partnership; regulations.

1. The name proposed for a registered limited-liability limited partnership must contain the words "Limited-Liability Limited Partnership" or "Registered Limited-Liability Limited Partnership" or the abbreviation "L.L.L.P." or "LLLP" as the last words or letters of the name and must be distinguishable on the records of the Secretary of State from the names of all other artificial persons formed, organized, registered or qualified pursuant to the provisions of this title that are on file in the Office of the Secretary of State and all names that are reserved in the Office of the Secretary of State pursuant to the provisions of this title. If the name of the registered limited-liability limited partnership on a certificate of registration of limited-liability limited partnership submitted to the Secretary of State is not distinguishable from any name on file or reserved name, the Secretary of State shall return the certificate to the person who signed it, unless the written, acknowledged consent to the same name of the holder of the name on file or reserved name to use the name accompanies the certificate.
2. The Secretary of State shall not accept for filing any certificate of registration or any certificate of amendment of a certificate of registration of any registered limited-liability limited partnership formed or existing pursuant to the laws of this State which provides that the name of the registered limited-liability limited partnership contains the words "common-interest community," "community association," "master association," "unit-owners’ association" or "homeowners’ association" or if it appears in the certificate of registration or certificate of amendment that the purpose of the registered limited-liability limited partnership is to operate as a unit-owners’ association pursuant to chapter 116 or 116B of NRS unless the Administrator of the Real Estate Division of the Department of Business and Industry certifies that the registered limited-liability limited partnership has:
(a) Registered with the Ombudsman for Owners in Common-Interest Communities and Condominium Hotels pursuant to NRS 116.31158 or 116B.625; and
(b) Paid to the Administrator of the Real Estate Division the fees required pursuant to NRS 116.31155 or 116B.620.
3. For the purposes of this section, a proposed name is not distinguishable from a name on file or reserved name solely because one or the other contains distinctive lettering, a distinctive mark, a trademark or a trade name, or any combination thereof.
4. The name of a registered limited-liability limited partnership whose right to transact business has been forfeited, which has merged and is not the surviving entity or whose existence has otherwise terminated is available for use by any other artificial person.
5. The Secretary of State may adopt regulations that interpret the requirements of this section.
(Added to NRS by 2007, 480)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.640 - List or 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 registered limited-liability limited partnership shall maintain at its principal place of business in this State or with its custodian of records:
(a) A current list of each general partner; or
(b) A statement indicating where such a list is maintained.
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, 1348; A 2009, 2849; 2019, 398)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.645 - Termination of registration.

The registration of a registered limited-liability limited partnership is effective until:
1. Its certificate of registration is revoked pursuant to NRS 87A.305; or
2. The registered limited-liability limited partnership files with the Secretary of State a notice of withdrawal signed by a general partner. The notice must be accompanied by a fee of $100.
(Added to NRS by 2007, 481; A 2010, 26th Special Session, 74)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.650 - Status of partnership and liability of partners not affected by errors in certain filed information.

The status of a limited partnership as a registered limited-liability limited partnership, and the liability of its partners, are not affected by errors in the information contained in a certificate of registration or an annual list required to be filed with the Secretary of State, or by changes after the filing of such a certificate or list in the information contained in the certificate or list.
(Added to NRS by 2007, 481)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.655 - Name of foreign partnership.

The name of a foreign registered limited-liability limited partnership that is doing business in this State must contain the words "Limited-Liability Limited Partnership" or "Registered Limited-Liability Limited Partnership" or the abbreviations "L.L.L.P." or "LLLP," or such other words or abbreviations as may be required or authorized by the laws of the other jurisdiction, as the last words or letters of the name.
(Added to NRS by 2007, 481)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.660 - Direct action by partner.

1. Subject to subsection 2, a partner may maintain a direct action against the limited partnership or another partner for legal or equitable relief, with or without an accounting as to the partnership’s activities, to enforce the rights and otherwise protect the interests of the partner, including rights and interests under the partnership agreement or this chapter or arising independently of the partnership relationship.
2. A partner commencing a direct action under this section is required to plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited partnership.
3. The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law.
(Added to NRS by 2007, 481)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.665 - Derivative action.

A partner may maintain a derivative action to enforce a right of a limited partnership if:
1. The partner first makes a demand on the general partners, requesting that they cause the limited partnership to bring an action to enforce the right, and the general partners do not bring the action within a reasonable time; or
2. A demand would be futile.
(Added to NRS by 2007, 481)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.670 - Proper plaintiff.

A derivative action may be maintained only by a person that is a partner at the time the action is commenced and:
1. That was a partner when the conduct giving rise to the action occurred; or
2. Whose status as a partner devolved upon the person by operation of law or pursuant to the terms of the partnership agreement from a person that was a partner at the time of the conduct.
(Added to NRS by 2007, 482)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.675 - Pleading.

In a derivative action, the complaint must state with particularity:
1. The date and content of plaintiff’s demand and the general partners’ response to the demand; or
2. Why demand should be excused as futile.
(Added to NRS by 2007, 482)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.680 - Proceeds and expenses.

1. Except as otherwise provided in subsection 2:
(a) Any proceeds or other benefits of a derivative action, whether by judgment, compromise or settlement, belong to the limited partnership and not to the derivative plaintiff.
(b) If the derivative plaintiff receives any proceeds, the derivative plaintiff shall immediately remit them to the limited partnership.
2. If a derivative action is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney’s fees, from the recovery of the limited partnership.
(Added to NRS by 2007, 482)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.690 - Relation to Electronic Signatures in Global and National Commerce Act.

This chapter modifies, limits or supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §§ 7001 et seq., but this chapter does not modify, limit or supersede Section 101(c) of that Act or authorize electronic delivery of any of the notices described in Section 103(b) of that Act.
(Added to NRS by 2007, 482)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.695 - Provisions for existing partnerships.

1. A limited partnership formed under any statute of this State prior to July 1, 1931, may become a limited partnership under this chapter by complying with the provisions of this chapter if the certificate sets forth:
(a) The amount of the original contribution of each limited partner, and the time when the contribution was made; and
(b) That the property of the partnership exceeds the amount sufficient to discharge its liabilities to persons not claiming as general or limited partners by an amount greater than the sum of the contributions of its limited partners.
2. A limited partnership formed under any statute of this State prior to July 1, 1931, until or unless it becomes a limited partnership under this chapter or chapter 88 of NRS, shall continue to be governed by the provisions of chapter 60, Laws of Nevada Territory 1862, entitled "An Act to Authorize the Formation of Limited Partnerships," approved December 19, 1862, except that such a partnership must not be renewed unless so provided in the original agreement.
(Added to NRS by 2007, 482)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.700 - Operation of domestic partnership in another jurisdiction.

To the extent permitted by the law of that jurisdiction, a limited partnership formed and existing under this chapter may conduct its business, carry on its operations and exercise the powers granted by this chapter in any state, territory, district or possession of the United States or in any foreign country.
(Added to NRS by 2007, 482)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.315 - Definitions.

As used in this chapter, unless the context otherwise requires:
1. "Certificate of limited partnership" means the certificate referred to in NRS 88.350, and the certificate as amended or restated.
2. "Contribution" means any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in his or her capacity as a partner.
3. "Event of withdrawal of a general partner" means an event that causes a person to cease to be a general partner as provided in NRS 88.450.
4. "Foreign limited partnership" means a partnership formed under the laws of a jurisdiction other than this State and having as partners one or more general partners and one or more limited partners.
5. "Foreign registered limited-liability limited partnership" means a foreign limited-liability limited partnership:
(a) Formed pursuant to an agreement governed by the laws of another state; and
(b) Registered pursuant to and complying with NRS 88.570 to 88.605, inclusive, and 88.609.
6. "General partner" means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner.
7. "Limited partner" means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement.
8. "Limited partnership" and "domestic limited partnership" mean a partnership formed by two or more persons under the laws of this State and having one or more general partners and one or more limited partners, including a restricted limited partnership.
9. "Partner" means a limited or general partner.
10. "Partnership agreement" means any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business.
11. "Partnership interest" means a partner’s share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets.
12. "Registered limited-liability limited partnership" means a limited partnership:
(a) Formed pursuant to an agreement governed by this chapter; and
(b) Registered pursuant to and complying with NRS 88.350 to 88.415, inclusive, 88.548, 88.606, 88.6065 and 88.607.
13. "Registered agent" has the meaning ascribed to it in NRS 77.230.
14. "Registered office" means the office maintained at the street address of the registered agent.
15. "Restricted limited partnership" means a limited partnership organized and existing under this chapter that elects to include the optional provisions permitted by NRS 88.350.
16. "State" means a state, territory or possession of the United States, the District of Columbia or the Commonwealth of Puerto Rico.
(Added to NRS by 1985, 1279; A 1987, 65; 1995, 2114; 1997, 724; 1999, 1620; 2001, 101, 2725; 2003, 3149; 2003, 20th Special Session, 91; 2007, 2685; 2009, 1709; 2011, 99, 2805; 2015, 1308)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.317 - Applicability.

The provisions of this chapter apply to a limited partnership:
1. Which was formed before October 1, 2007, and which does not voluntarily elect to be governed by the provisions of chapter 87A of NRS; or
2. Which is formed on or after October 1, 2007, and which voluntarily elects to be governed by the provisions of this chapter.
(Added to NRS by 2007, 483)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.318 - Secretary of State authorized to adopt certain regulations to allow limited partnership to carry out powers and duties through most recent technology.

The Secretary of State may adopt regulations to define, for the purposes of certain provisions of this chapter, the terms "meeting," "writing," "written" and other terms to allow a limited partnership or other entity which is subject to the provisions of this chapter to carry out its powers and duties as prescribed by this chapter through the use of the most recent technology available including, without limitation, the use of electronic communications, videoconferencing, telecommunications and blockchains.
(Added to NRS by 2011, 781; A 2019, 2825)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.325 - Name of partnership: Reservation; transfer of right to exclusive use of reserved name.

1. The exclusive right to the use of a name may be reserved by:
(a) Any person intending to organize a limited partnership under this chapter and to adopt that name;
(b) Any domestic limited partnership or any foreign limited partnership registered in this State which, in either case, intends to adopt that name;
(c) Any foreign limited partnership intending to register in this State and adopt that name; and
(d) Any person intending to organize a foreign limited partnership and intending to have it registered in this State and adopt that name.
2. The reservation must be made by filing with the Secretary of State an application, signed by the applicant, to reserve a specified name. If the Secretary of State finds that the name is available for use by a domestic or foreign limited partnership, the Secretary of State shall reserve the name for the exclusive use of the applicant for a period of 90 days. The right to the exclusive use of a reserved name may be transferred to any other person by filing in the Office of the Secretary of State a notice of the transfer, signed by the applicant for whom the name was reserved and specifying the name and address of the transferee.
(Added to NRS by 1985, 1280; A 1987, 1062; 2003, 3150)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.327 - Name of partnership: Reinstatement or revival under old or new name; regulations.

1. Except as otherwise provided in subsection 2, if a limited partnership applies to reinstate or revive its right to transact business but its name has been legally reserved or acquired by any other artificial person formed, organized, registered or qualified pursuant to the provisions of this title whose name is on file with the Office of the Secretary of State or reserved in the Office of the Secretary of State pursuant to the provisions of this title, the applying limited partnership shall submit in writing to the Secretary of State some other name under which it desires its right 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 limited partnership under that new name.
2. If the applying limited partnership submits the written, acknowledged consent of the other artificial person having the name, or the person who has reserved the name, that is not distinguishable from the old name of the applying 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 name 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 1997, 2817; A 1999, 1622; 2003, 20th Special Session, 94; 2015, 1309)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.330 - Registered agent required; maintenance of records at principal office in State or with custodian of records; change of address.

1. Each limited partnership shall continuously maintain:
(a) A principal office in this State, which may but need not be a place of its business in this State, or a custodian of records whose name and street address is available at the limited partnership’s registered office, at which must be kept the records required by NRS 88.335 to be maintained; and
(b) A registered agent.
2. Within 30 days after changing the location of the office which contains records for a limited partnership, a general partner of the limited partnership shall file a certificate of a change in address with the Secretary of State which sets forth the name of the limited partnership, the previous address of the office which contains records and the new address of the office which contains records.
(Added to NRS by 1985, 1281; A 1987, 66; 1993, 1018; 1995, 1132, 2115; 2007, 2686; 2015, 1310; 2017, 2192)
2023 Nevada Revised Statutes › Chapter 88 - Uniform Limited Partnership Act › NRS 88.332 - Resignation of registered agent or termination of registration of commercial registered agent.

1. If a registered agent resigns pursuant to NRS 77.370 or if a commercial registered agent terminates its registration as a commercial registered agent pursuant to NRS 77.330, the limited partnership, before the effective date of the resignation or termination, shall file with the Secretary of State a statement of change of registered agent pursuant to NRS 77.340.
2. Each limited partnership which fails to comply with subsection 1 shall be deemed in default and is subject to the provisions of NRS 88.400 and 88.405.
3. As used in this section, "commercial registered agent" has the meaning ascribed to it in NRS 77.040.
(Added to NRS by 1987, 77; A 1993, 1019; 1995, 1133; 1999, 1623; 2003, 3150; 2003, 20th Special Session, 95; 2007, 2687; 2013, 880)