reglab/statecodes huggingface dataset:
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.200 - Statement to be maintained at principal office or with custodian of records; requirement to assist in criminal investigation; failure to comply; regulations.

1. A limited partnership shall maintain at its principal office in this State or with its custodian of records a statement indicating where the list required pursuant to subsection 1 of NRS 87A.195 is maintained.
2. Upon the request of the Secretary of State, the limited partnership shall:
(a) Provide the Secretary of State with the name and contact information of the custodian of the list described in subsection 1. The information required pursuant to this paragraph shall be kept confidential by the Secretary of State.
(b) Provide written notice to the Secretary of State within 10 days after any change in the custodian of the list described in subsection 1.
3. Upon the request of any law enforcement agency in the course of a criminal investigation, the Secretary of State may require a limited partnership to:
(a) Submit to the Secretary of State, within 3 business days, a copy of the list required to be maintained pursuant to subsection 1 of NRS 87A.195; or
(b) Answer any interrogatory submitted by the Secretary of State that will assist in the criminal investigation.
4. If a limited partnership fails to comply with any requirement pursuant to subsection 3, the Secretary of State may take any action necessary, including, without limitation, the suspension or revocation of the right of the limited partnership to transact any business in this State.
5. The Secretary of State shall not reinstate or revive the right of a limited partnership to transact any business in this State that was revoked or suspended pursuant to subsection 4 unless:
(a) The limited partnership complies with the requirements of subsection 3; or
(b) The law enforcement agency conducting the investigation advises the Secretary of State to reinstate or revive the right of the limited partnership to transact business in this State.
6. The Secretary of State may adopt regulations to administer the provisions of this section.
(Added to NRS by 2007, 1345; A 2009, 1703, 2844; 2015, 1302; 2019, 398)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.203 - Manner of storage of records; conversion of electronic records into clear and legible paper form; admissibility in evidence of electronic records.

1. Except as otherwise required by federal or state law, any records maintained by a limited partnership in its regular course of business may be kept on, or by means of, any information processing system or other information storage device or medium, including, without limitation, a blockchain, or in the form of an electronic record.
2. A limited partnership shall convert within a reasonable time any records that are kept in a manner described in subsection 1 into clear and legible paper form upon the request of any person entitled to inspect the records maintained by the limited partnership pursuant to any provision of this chapter. If a requested record is kept on, or by means of, a blockchain, the limited partnership is not required to convert the entire blockchain into paper form but shall be deemed to comply with the requirements of this subsection by converting the requested record into paper form.
3. A clear and legible paper form produced from records that are kept in a manner described in subsection 1 is admissible in evidence and accepted for all other purposes to the same extent as an original paper record with the same information if the paper form portrays the record accurately.
(Added to NRS by 2019, 2824)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.210 - Dual capacity.

A person may be both a general partner and a limited partner. A person that is both a general and limited partner has the rights, powers, duties and obligations provided by this chapter and the partnership agreement in each of those capacities. When the person acts as a general partner, the person is subject to the obligations, duties and restrictions under this chapter and the partnership agreement for general partners. When the person acts as a limited partner, the person is subject to the obligations, duties and restrictions under this chapter and the partnership agreement for limited partners.
(Added to NRS by 2007, 445)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.215 - Registered agent required; maintenance of records at principal office in State or with custodian of records; change of address.

1. Each limited partnership shall designate and 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, at which must be kept the records required by NRS 87A.195 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 2007, 445; A 2015, 1303)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.220 - Registered agent: Revocation of appointment; change of name.

1. If a limited partnership created pursuant to this chapter desires to change its registered agent, the change may be effected by filing with the Secretary of State a certificate of change of registered agent, signed by a general partner, which sets forth:
(a) The name of the limited partnership;
(b) The name and street address of its present registered agent; and
(c) The name and street address of the new registered agent.
2. The new registered agent’s certificate of acceptance must be a part of or attached to the certificate of change of registered agent.
3. If the name of a registered agent is changed as a result of a merger, conversion, exchange, sale, reorganization or amendment, the registered agent shall:
(a) File with the Secretary of State a certificate of name change of registered agent that includes:
(1) The current name of the registered agent as filed with the Secretary of State;
(2) The new name of the registered agent; and
(3) The name and file number of each artificial person formed, organized, registered or qualified pursuant to the provisions of this title that the registered agent represents; and
(b) Pay to the Secretary of State a filing fee of $100.
4. A change authorized by this section becomes effective upon the filing of the proper certificate of change.
(Added to NRS by 2007, 445)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.225 - 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 87A.300 and 87A.305.
3. As used in this section "commercial registered agent" has the meaning ascribed to it in NRS 77.040.
(Added to NRS by 2007, 446; A 2013, 871)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.230 - Consent and proxies of partners.

Action requiring the consent of partners under this chapter may be taken without a meeting, and a partner may appoint a proxy to consent or otherwise act for the partner by signing an appointment record, either personally or by the partner’s attorney in fact.
(Added to NRS by 2007, 446)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.235 - Formation of limited partnership; certificate of limited partnership.

1. In order for a limited partnership to be formed, a certificate of limited partnership must be delivered to the Secretary of State for filing. The certificate must state:
(a) The name of the limited partnership;
(b) The information required pursuant to NRS 77.310;
(c) The name and the street and mailing address of each general partner;
(d) Any additional information required by chapter 92A of NRS; and
(e) If the limited partnership is to be a restricted limited partnership, a statement to that effect.
2. A certificate of limited partnership may also contain any other matters but may not vary or otherwise affect the provisions specified in subsection 2 of NRS 87A.190 in a manner inconsistent with that section.
3. If there has been substantial compliance with subsection 1, a limited partnership is formed on the filing of the certificate of limited partnership.
4. Subject to subsection 2, if any provision of a partnership agreement is inconsistent with the filed certificate of limited partnership or with a filed certificate of withdrawal, certificate of cancellation or statement of change or filed articles of conversion or merger:
(a) The partnership agreement prevails as to partners and transferees; and
(b) The filed certificate of limited partnership, certificate of withdrawal, certificate of cancellation or statement of change or articles of conversion or merger prevail as to persons, other than partners and transferees, that reasonably rely on the filed record to their detriment.
(Added to NRS by 2007, 446; A 2009, 1704; 2015, 3241)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.237 - Penalty for purporting to do business as limited partnership without registration; enforcement; regulations.

1. Every person, other than a foreign limited partnership, who is purporting to do business in this State as a limited partnership and who willfully fails or neglects to file with the Secretary of State a certificate of limited partnership is subject to a fine of not less than $1,000 but not more than $10,000, to be recovered in a court of competent jurisdiction.
2. When the Secretary of State is advised that a person, other than a foreign limited partnership, is subject to the fine described in subsection 1, the Secretary of State may, as soon as practicable, refer the matter to the district attorney of the county in which the person’s principal place of business is located or the Attorney General, or both, for a determination of whether to institute proceedings to recover the fine. The district attorney of the county in which the person’s principal place of business is located or the Attorney General may institute and prosecute the appropriate proceedings to recover the fine. If the district attorney or the Attorney General prevails in a proceeding to recover the fine described in subsection 1, the district attorney or the Attorney General is entitled to recover the costs of the proceeding, including, without limitation, the cost of any investigation and reasonable attorney’s fees.
3. In the course of an investigation of a violation of this section, the Secretary of State may require a limited partnership 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, 871)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.240 - Amendment or restatement of certificate.

1. In order to amend its certificate of limited partnership, a limited partnership must deliver to the Secretary of State for filing an amendment or articles of merger stating:
(a) The name of the limited partnership; and
(b) The changes the amendment makes to the certificate as most recently amended or restated.
2. A limited partnership shall promptly deliver to the Secretary of State for filing an amendment to a certificate of limited partnership to reflect:
(a) The admission of a new general partner;
(b) The withdrawal of a person as a general partner; or
(c) The appointment of a person to wind up the limited partnership’s activities under subsection 3 or 4 of NRS 87A.500.
3. A general partner that knows that any information in a filed certificate of limited partnership was false when the certificate was filed or has become false due to changed circumstances shall promptly:
(a) Cause the certificate to be amended; or
(b) If appropriate, deliver to the Secretary of State for filing a certificate of correction pursuant to NRS 87A.275.
4. A certificate of limited partnership may be amended at any time for any other proper purpose as determined by the limited partnership.
5. A restated certificate of limited partnership may be delivered to the Secretary of State for filing in the same manner as an amendment.
6. An amendment or restated certificate is effective at the time of the filing of the amendment or restated certificate with the Secretary of State or upon a later date and time as specified in the amendment or restated certificate, which date must not be more than 90 days after the date on which the amendment or restated certificate is filed. If an amendment or restated certificate filed pursuant to this section specifies a later effective date but does not specify an effective time, the amendment or restated certificate is effective at 12:01 a.m. in the Pacific time zone on the specified later date.
(Added to NRS by 2007, 447; A 2011, 2802)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.245 - Statement of termination.

A dissolved limited partnership that has completed winding up may deliver to the Secretary of State for filing a certificate of cancellation that states:
1. The name of the limited partnership; and
2. Any other information as determined by the general partners filing the statement or by a person appointed pursuant to subsection 3 or 4 of NRS 87A.500.
(Added to NRS by 2007, 448)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.250 - Signing of records.

1. Each record delivered to the Secretary of State for filing pursuant to this chapter must be signed in the following manner:
(a) A certificate of limited partnership must be signed by all general partners listed in the certificate.
(b) An amendment designating as general partner a person admitted under paragraph (b) of subsection 3 of NRS 87A.490 following the withdrawal of a limited partnership’s last general partner must be signed by that person.
(c) An amendment required by subsection 3 of NRS 87A.500 following the appointment of a person to wind up the dissolved limited partnership’s activities must be signed by that person.
(d) Any other amendment must be signed by:
(1) At least one general partner listed in the certificate;
(2) Each other person designated in the amendment as a new general partner; and
(3) Each person that the amendment indicates has withdrawn as a general partner, unless:
(I) The person is deceased or a guardian or general conservator has been appointed for the person and the amendment so states; or
(II) The person has previously delivered to the Secretary of State for filing a certificate of withdrawal.
(e) A restated certificate of limited partnership must be signed by at least one general partner listed in the certificate, and, to the extent the restated certificate effects a change under any other paragraph of this subsection, the certificate must be signed in a manner that satisfies that paragraph.
(f) A certificate of cancellation must be signed by all general partners listed in the certificate or, if the certificate of a dissolved limited partnership lists no general partners, by the person appointed pursuant to subsection 3 or 4 of NRS 87A.500 to wind up the dissolved limited partnership’s activities.
(g) Articles of conversion must be signed by each general partner listed in the certificate of limited partnership.
(h) Articles of merger must be signed as provided in chapter 92A of NRS.
(i) Any other record delivered on behalf of a limited partnership to the Secretary of State for filing must be signed by at least one general partner listed in the certificate.
(j) A statement by a person pursuant to paragraph (d) of subsection 1 of NRS 87A.455 stating that the person has withdrawn as a general partner must be signed by that person.
(k) A statement of withdrawal by a person pursuant to NRS 87A.345 must be signed by that person.
(l) A record delivered on behalf of a foreign limited partnership to the Secretary of State for filing must be signed by at least one general partner of the foreign limited partnership.
(m) Any other record delivered on behalf of any person to the Secretary of State for filing must be signed by that person.
2. Any person may sign by an attorney-in-fact any record to be filed pursuant to this chapter.
(Added to NRS by 2007, 448)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.255 - Signing and filing pursuant to judicial order.

1. If a person required by this chapter to sign a record or deliver a record to the Secretary of State for filing does not do so, any other person that is aggrieved may petition the district court to order:
(a) The person to sign the record;
(b) Deliver the record to the Secretary of State for filing; or
(c) The Secretary of State to file the record unsigned.
2. If the person aggrieved under subsection 1 is not the limited partnership or foreign limited partnership to which the record pertains, the aggrieved person shall make the limited partnership or foreign limited partnership a party to the action. A person aggrieved under subsection 1 may seek the remedies provided in subsection 1 in the same action in combination or in the alternative.
3. A record filed unsigned pursuant to this section is effective without being signed.
(Added to NRS by 2007, 449)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.260 - Form required for filing of records.

1. Each record filed with the Secretary of State pursuant to this chapter must be on or accompanied by a form prescribed by the Secretary of State.
2. The Secretary of State may refuse to file a record which does not comply with subsection 1 or which does not contain all of the information required by statute for filing the record.
3. If the provisions of the form prescribed by the Secretary of State conflict with the provisions of any record that is submitted for filing with the form:
(a) The provisions of the form control for all purposes with respect to the information that is required by statute to appear in the record in order for the record to be filed; and
(b) Unless otherwise provided in the record, the provisions of the record control in every other situation.
4. The Secretary of State may by regulation provide for the electronic filing of records with the Office of the Secretary of State.
(Added to NRS by 2007, 449)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.265 - Procedure to submit replacement page to Secretary of State before actual filing of record.

A general partner of a limited partnership may authorize the Secretary of State in writing to replace any page of a record submitted for filing on an expedited basis, before the actual filing, and to accept the page as if it were part of the original record. The signed authorization of the general partner to the Secretary of State permits, but does not require, the Secretary of State to alter the original record as requested.
(Added to NRS by 2007, 449)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.270 - Filing of records written in language other than English.

No record which is written in a language other than English may be filed or submitted for filing in the Office of the Secretary of State pursuant to the provisions of this chapter unless it is accompanied by a verified translation of that record into the English language.
(Added to NRS by 2007, 449)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.275 - Correction of inaccurate or defective record filed with Secretary of State; cancellation of filings.

1. A limited partnership or foreign limited partnership may correct a record filed in the Office of the Secretary of State with respect to the limited partnership or foreign limited partnership if the record contains false or erroneous information or if the record was defectively signed, attested, sealed, verified or acknowledged, including, without limitation, if the record was filed erroneously.
2. To correct a record, the limited partnership or foreign limited partnership must:
(a) Prepare a certificate of correction that:
(1) States the name of the limited partnership or foreign limited partnership;
(2) Describes the record, including, without limitation, its filing date;
(3) Specifies the false or erroneous information or the defect in the record, including, without limitation, if and to the extent applicable, the error in the filing of the record;
(4) Sets forth such information as is necessary so as to clarify or otherwise remedy the inaccuracy or defect; and
(5) Is signed by a general partner of the limited partnership or foreign limited partnership or by some other person specifically authorized by the limited partnership or foreign limited partnership to sign the certificate.
(b) Deliver the certificate to the Secretary of State for filing.
(c) Pay a filing fee of $175 to the Secretary of State.
3. A certificate of correction must not state a delayed effective date and is effective on the effective date of the record it corrects, except that the certificate is effective when filed:
(a) For the purposes of subsections 3 and 4 of NRS 87A.150; and
(b) As to persons relying on the uncorrected record and adversely affected by the correction.
4. If a limited partnership or foreign limited partnership has made a filing with the Secretary of State and the Secretary of State has not processed the filing and placed the filing into the public record, the limited partnership or foreign limited partnership may cancel the filing by:
(a) Filing a statement of cancellation with the Secretary of State; and
(b) Paying a fee of $50.
(Added to NRS by 2007, 450; A 2009, 2845; 2013, 872; 2023, 378)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.280 - Partnership records: Microfilming; imaging; return.

The Secretary of State may microfilm or image any record which is filed in the Office of the Secretary of State by or relating to a limited partnership pursuant to this chapter and may return the original record to the filer.
(Added to NRS by 2007, 450)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.285 - Liability for false information in filed record.

1. If a record delivered to the Secretary of State for filing under this chapter and filed by the Secretary of State contains false information, a person that suffers loss by reliance on the information may recover damages for the loss from:
(a) A person that signed the record, or caused another to sign it on the person’s behalf, and knew the information to be false at the time the record was signed; and
(b) A general partner that has notice that the information was false when the record was filed or has become false because of changed circumstances, if the general partner has notice for a reasonably sufficient time before the information is relied upon to enable the general partner to effect an amendment under NRS 87A.240, file a petition pursuant to NRS 87A.255 or deliver to the Secretary of State for filing a certificate of correction pursuant to NRS 87A.275.
2. Signing a record authorized or required to be filed under this chapter constitutes an affirmation under the penalties of perjury that the facts stated in the record are true.
(Added to NRS by 2007, 450)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.295 - Additional filing requirements for certain partnerships: Criteria; statement; fees.

1. At the time of submitting any list required pursuant to NRS 87A.290, a limited partnership that meets the criteria set forth in subsection 2 must submit:
(a) The statement required pursuant to subsection 3, accompanied by a declaration under penalty of perjury attesting that the statement does not contain any material misrepresentation of fact; and
(b) A fee of $100,000, to be distributed in the manner provided pursuant to subsection 4.
2. A limited partnership must submit a statement pursuant to this section if the limited partnership, including its parent and all subsidiaries:
(a) Holds 25 percent or more of the share of the market within this State for any product sold or distributed by the limited partnership within this State; and
(b) Has had, during the previous 5-year period, a total of five or more investigations commenced against the limited partnership, its parent or its subsidiaries in any jurisdiction within the United States, including all state and federal investigations:
(1) Which concern any alleged contract, combination or conspiracy in restraint of trade, as described in subsection 1 of NRS 598A.060, or which concern similar activities prohibited by a substantially similar law of another jurisdiction; and
(2) Which resulted in the limited partnership being fined or otherwise penalized or which resulted in the limited partnership being required to divest any holdings or being unable to acquire any holdings as a condition for the settlement, dismissal or resolution of those investigations.
3. A limited partnership that meets the criteria set forth in subsection 2 shall submit a statement which includes the following information with respect to each investigation:
(a) The jurisdiction in which the investigation was commenced.
(b) A summary of the nature of the investigation and the facts and circumstances surrounding the investigation.
(c) If the investigation resulted in criminal or civil litigation, a copy of all pleadings filed in the investigation by any party to the litigation.
(d) A summary of the outcome of the investigation, including specific information concerning whether any fine or penalty was imposed against the limited partnership and whether the limited partnership was required to divest any holdings or was unable to acquire any holdings as a condition for the settlement, dismissal or resolution of the investigation.
4. The fee collected pursuant to subsection 1 must be deposited in the Attorney General’s Administration Budget Account and used solely for the purpose of investigating any alleged contract, combination or conspiracy in restraint of trade, as described in subsection 1 of NRS 598A.060 and subsection 1 of NRS 598A.440.
(Added to NRS by 2007, 451; A 2021, 3548)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.300 - Certificate of authorization to transact business; identification of defaulting partnerships; reinstatement of partnership which is unit-owners’ association; forfeiture and penalty.

1. If a limited partnership has filed the list in compliance with NRS 87A.290 and has paid the appropriate fee for the filing, the cancelled check or other proof of payment received by the limited partnership constitutes a certificate authorizing it to transact its business within this State until the anniversary date of the filing of its certificate of limited partnership in the next succeeding calendar year.
2. Each limited partnership which is required to make a filing and pay the fee prescribed in NRS 87A.290 and 87A.295 and which refuses or neglects to do so within the time provided is in default.
3. Upon notification from the Administrator of the Real Estate Division of the Department of Business and Industry that a limited partnership which is a unit-owners’ association as defined in NRS 116.011 has failed to register pursuant to NRS 116.31158 or failed to pay the fees pursuant to NRS 116.31155, the Secretary of State shall deem the limited partnership to be in default. If, after the limited partnership is deemed to be in default, the Administrator notifies the Secretary of State that the limited partnership has registered pursuant to NRS 116.31158 and paid the fees pursuant to NRS 116.31155, the Secretary of State shall reinstate the limited partnership if the limited partnership complies with the requirements for reinstatement as provided in this section and NRS 87A.310.
4. For default there must be added to the amount of the fee a penalty of $75, and unless the filings are made and the fee and penalty are paid on or before the first day of the first anniversary of the month following the month in which filing was required, the defaulting limited partnership, by reason of its default, forfeits its right to transact any business within this State.
(Added to NRS by 2007, 452)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.305 - Defaulting partnerships: Duties of Secretary of State; revocation of certificate; assets held in trust.

1. The Secretary of State shall notify, by providing written notice to its registered agent, each defaulting limited partnership. The written notice:
(a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid.
(b) At the request of the registered agent, may be provided electronically.
2. Immediately after the first day of the first anniversary of the month following the month in which filing was required, the certificate of the limited partnership is revoked.
3. The Secretary of State shall compile a complete list containing the names of all limited partnerships whose right to transact business has been forfeited.
4. The Secretary of State shall notify, by providing written notice to its registered agent, each limited partnership specified in subsection 3 of the revocation of its certificate. The written notice:
(a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid.
(b) At the request of the registered agent, may be provided electronically.
5. In case of revocation of the certificate and of the forfeiture of the right to transact business thereunder, all the property and assets of the defaulting domestic limited partnership are held in trust by the general partners, and the same proceedings may be had with respect thereto as for the judicial dissolution of a limited partnership. Any person interested may institute proceedings at any time after a forfeiture has been declared, but, if the Secretary of State reinstates the limited partnership, the proceedings must at once be dismissed and all property restored to the general partners.
(Added to NRS by 2007, 453)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.310 - Defaulting partnerships: Conditions and procedure for reinstatement.

1. Except as otherwise provided in subsections 3 and 4 and NRS 87A.200, the Secretary of State shall reinstate any limited partnership which has forfeited or which forfeits its right to transact business under the provisions of this chapter and restore to the limited partnership its right to carry on business in this State, and to exercise its privileges and immunities if it:
(a) Files with the Secretary of State:
(1) The list required pursuant to NRS 87A.290;
(2) The statement required by NRS 87A.295, if applicable;
(3) The information required pursuant to NRS 77.310; and
(4) A declaration under penalty of perjury, on a form provided by the Secretary of State, that the reinstatement is authorized by a court of competent jurisdiction in this State or by the duly selected general partners of the limited partnership; and
(b) Except as otherwise provided in NRS 231.14057, pays to the Secretary of State:
(1) The filing fee and penalty set forth in NRS 87A.290 and 87A.300 for each year or portion thereof during which the certificate has been revoked;
(2) The fee set forth in NRS 87A.295, if applicable; and
(3) A fee of $300 for reinstatement.
2. When the Secretary of State reinstates the limited partnership, the Secretary of State shall issue to the limited partnership a certificate of reinstatement if the limited partnership:
(a) Requests a certificate of reinstatement; and
(b) Pays the required fees pursuant to NRS 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 occurred only by reason of failure to pay the fees and penalties.
4. If a limited partnership’s certificate has been revoked pursuant to the provisions of this chapter and has remained revoked for a period of 5 years, the certificate must not be reinstated.
5. If a limited partnership’s certificate is reinstated pursuant to this section, the reinstatement relates back to and takes effect on the effective date of the revocation, and the limited partnership’s status as a limited partnership continues as if the revocation had never occurred.
(Added to NRS by 2007, 453; A 2007, 1346; 2013, 874; 2019, 924)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.315 - Fees.

The Secretary of State, for services relating to the official duties of the Secretary of State and the records of the Office of the Secretary of State, shall charge and collect the following fees:
1. For filing a certificate of limited partnership, or for registering a foreign limited partnership, $75.
2. For filing a certificate of registration of limited-liability limited partnership, or for registering a foreign registered limited-liability limited partnership, $100.
3. For filing a certificate of amendment of limited partnership or restated certificate of limited partnership, $175.
4. For certifying a copy of a certificate of limited partnership, an amendment to the certificate, or a certificate as amended, $30 per certification.
5. For certifying an authorized printed copy of the limited partnership law, $30.
6. For reserving a limited partnership name, or for signing, filing or certifying any other record, $25.
7. For copies provided by the Office of the Secretary of State, $2 per page.
8. For filing a certificate of cancellation of a limited partnership or a certificate of cancellation of the registration of a foreign limited partnership, $100.
Except as otherwise provided in this section, the fees set forth in NRS 78.785 apply to this chapter.
(Added to NRS by 2007, 454; A 2010, 26th Special Session, 74)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.320 - Becoming limited partner.

A person becomes a limited partner:
1. As provided in the partnership agreement;
2. As the result of a conversion or merger under chapter 92A of NRS; or
3. With the consent of all the partners.
(Added to NRS by 2007, 455)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.330 - No liability as limited partner for limited partnership obligations.

An obligation of a limited partnership, whether arising in contract, tort or otherwise, is not the obligation of a limited partner. A limited partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for an obligation of the limited partnership solely by reason of being a limited partner, even if the limited partner participates in the management and control of the limited partnership.
(Added to NRS by 2007, 455)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.340 - Limited duties of limited partners.

1. A limited partner does not have any fiduciary duty to the limited partnership or to any other partner solely by reason of being a limited partner.
2. A limited partner shall discharge the duties to the partnership and the other partners under this chapter or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing.
3. A limited partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the limited partner’s conduct furthers the limited partner’s own interest.
(Added to NRS by 2007, 456)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.345 - Person erroneously believing self to be limited partner.

1. Except as otherwise provided in subsection 2, a person that makes an investment in a business enterprise and erroneously but in good faith believes that the person has become a limited partner in the enterprise is not liable for the enterprise’s obligations by reason of making the investment, receiving distributions from the enterprise or exercising any rights of or appropriate to a limited partner if, on ascertaining the mistake, the person:
(a) Causes an appropriate certificate of limited partnership, amendment or certificate of correction to be signed and delivered to the Secretary of State for filing; or
(b) Withdraws from future participation as an owner in the enterprise by signing and delivering to the Secretary of State for filing a statement of withdrawal under this section.
2. A person that makes an investment described in subsection 1 is liable to the same extent as a general partner to any third party that enters into a transaction with the enterprise, believing in good faith that the person is a general partner, before the Secretary of State files a statement of withdrawal, certificate of limited partnership, amendment or certificate of correction to show that the person is not a general partner.
3. If a person makes a diligent effort in good faith to comply with paragraph (a) of subsection 1 and is unable to cause the appropriate certificate of limited partnership, amendment or certificate of correction to be signed and delivered to the Secretary of State for filing, the person has the right to withdraw from the enterprise pursuant to paragraph (b) of subsection 1 even if the withdrawal would otherwise breach an agreement with others that are or have agreed to become co-owners of the enterprise.
(Added to NRS by 2007, 456)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.350 - Becoming general partner.

A person becomes a general partner:
1. As provided in the partnership agreement;
2. Under paragraph (b) of subsection 3 of NRS 87A.490 following the withdrawal of a limited partnership’s last general partner;
3. As the result of a conversion or merger under chapter 92A of NRS; or
4. With the consent of all the partners.
(Added to NRS by 2007, 457)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.355 - General partner agent of limited partnership.

1. Each general partner is an agent of the limited partnership for the purposes of its activities. An act of a general partner, including the signing of a record in the partnership’s name, for apparently carrying on in the ordinary course the limited partnership’s activities or activities of the kind carried on by the limited partnership binds the limited partnership, unless the general partner did not have authority to act for the limited partnership in the particular matter and the person with which the general partner was dealing knew, had received a notification or had notice under subsection 4 of NRS 87A.150 that the general partner lacked authority.
2. An act of a general partner which is not apparently for carrying on in the ordinary course the limited partnership’s activities or activities of the kind carried on by the limited partnership binds the limited partnership only if the act was actually authorized by all the other partners.
(Added to NRS by 2007, 457)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.360 - Limited partnership liable for actionable conduct of general partner.

1. A limited partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a general partner acting in the ordinary course of activities of the limited partnership or with authority of the limited partnership.
2. If, in the course of the limited partnership’s activities or while acting with authority of the limited partnership, a general partner receives or causes the limited partnership to receive money or property of a person not a partner, and the money or property is misapplied by a general partner, the limited partnership is liable for the loss.
(Added to NRS by 2007, 457)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.365 - Liability of general partner.

1. Except as otherwise provided in subsections 2 and 3, all general partners are liable jointly and severally for all obligations of the limited partnership unless otherwise agreed by the claimant or provided by law.
2. A person that becomes a general partner of an existing limited partnership is not personally liable for an obligation of a limited partnership incurred before the person became a general partner.
3. An obligation of a limited partnership incurred while the limited partnership is a registered limited-liability limited partnership, whether arising in contract, tort or otherwise, is solely the obligation of the limited partnership. A general partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such an obligation solely by reason of being or acting as a general partner. This subsection applies despite anything inconsistent in the partnership agreement that existed immediately before the consent required to become a registered limited-liability limited partnership under paragraph (b) of subsection 2 of NRS 87A.375.
(Added to NRS by 2007, 457)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.370 - Actions by and against partnership and partners.

1. To the extent not inconsistent with NRS 87A.365, a general partner may be joined in an action against the limited partnership or named in a separate action.
2. A judgment against a limited partnership is not by itself a judgment against a general partner. A judgment against a limited partnership may not be satisfied from a general partner’s assets unless there is also a judgment against the general partner.
3. A judgment creditor of a general partner may not levy execution against the assets of the general partner to satisfy a judgment based on a claim against the limited partnership, unless the partner is personally liable for the claim under NRS 87A.365 and:
(a) A judgment based on the same claim has been obtained against the limited partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;
(b) The limited partnership is a debtor in bankruptcy;
(c) The general partner has agreed that the creditor need not exhaust limited partnership assets;
(d) A court grants permission to the judgment creditor to levy execution against the assets of a general partner based on a finding that limited partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of limited partnership assets is excessively burdensome or that the grant of permission is an appropriate exercise of the court’s equitable powers; or
(e) Liability is imposed on the general partner by law or contract independent of the existence of the limited partnership.
(Added to NRS by 2007, 458)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.375 - Management rights of general partner.

1. Each general partner has equal rights in the management and conduct of the limited partnership’s activities. Except as expressly provided in this chapter, any matter relating to the activities of the limited partnership may be exclusively decided by the general partner or, if there is more than one general partner, by a majority of the general partners.
2. The consent of each partner is necessary to:
(a) Amend the partnership agreement;
(b) Register a limited partnership as a registered limited-liability limited partnership pursuant to NRS 87A.630 or to withdraw its registration as a registered limited-liability limited partnership; and
(c) Sell, lease, exchange or otherwise dispose of all, or substantially all, of the limited partnership’s property, with or without the goodwill, other than in the usual and regular course of the limited partnership’s activities.
3. A limited partnership shall reimburse a general partner for payments made and indemnify a general partner for liabilities incurred by the general partner in the ordinary course of the activities of the partnership or for the preservation of its activities or property.
4. A limited partnership shall reimburse a general partner for an advance to the limited partnership beyond the amount of capital the general partner agreed to contribute.
5. A payment or advance made by a general partner which gives rise to an obligation of the limited partnership under subsection 3 or 4 constitutes a loan to the limited partnership which accrues interest from the date of the payment or advance.
6. A general partner is not entitled to remuneration for services performed for the partnership.
(Added to NRS by 2007, 458)