reglab/statecodes huggingface dataset:
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › NRS 87.500 - Resignation of registered agent; 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 registered limited-liability partnership shall, before the effective date of the resignation or termination, file with the Secretary of State a statement of change of registered agent pursuant to NRS 77.340.
2. If a registered limited-liability partnership fails to comply with subsection 1, it is in default and is subject to the provisions of NRS 87.520.
3. As used in this section, "commercial registered agent" has the meaning ascribed to it in NRS 77.040.
(Added to NRS by 1995, 1467; A 1999, 1618; 2003, 3145; 2003, 20th Special Session, 80; 2007, 2680; 2013, 865)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › NRS 87.515 - 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 partnership shall maintain at its principal place of business in this State or with its custodian of records:
(a) A current list of its managing partners; or
(b) A statement indicating where such a list is maintained.
2. Upon the request of the Secretary of State, the registered limited-liability 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 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 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 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, 1327; A 2009, 2841; 2019, 396)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › NRS 87.520 - Defaulting partnerships: Identification; penalty; reinstatement of partnership which is unit-owners’ association; duties of Secretary of State; revocation of registration.

1. A registered limited-liability partnership that fails to comply with the provisions of NRS 87.510 is in default.
2. Upon notification from the Administrator of the Real Estate Division of the Department of Business and Industry that a registered limited-liability partnership which is a unit-owners’ association as defined in NRS 116.011 or 116B.030 has failed to register pursuant to NRS 116.31158 or 116B.625 or failed to pay the fees pursuant to NRS 116.31155 or 116B.620, the Secretary of State shall deem the registered limited-liability partnership to be in default. If, after the registered limited-liability partnership is deemed to be in default, the Administrator notifies the Secretary of State that the registered limited-liability partnership has registered pursuant to NRS 116.31158 or 116B.625 and paid the fees pursuant to NRS 116.31155 or 116B.620, the Secretary of State shall reinstate the registered limited-liability partnership if the registered limited-liability partnership complies with the requirements for reinstatement as provided in this section and NRS 87.530.
3. Any registered limited-liability partnership that is in default pursuant to this section must, in addition to the fee required to be paid pursuant to NRS 87.510, pay a penalty of $75.
4. The Secretary of State shall provide written notice to the registered agent of any registered limited-liability partnership that is in default. The written notice:
(a) Must include the amount of any payment that is due from the registered limited-liability partnership.
(b) At the request of the registered agent, may be provided electronically.
5. If a registered limited-liability partnership fails to pay the amount that is due, the certificate of registration of the registered limited-liability partnership shall be deemed revoked immediately after the last day of the month in which the anniversary date of the filing of the certificate of registration occurs, and the Secretary of State shall notify the registered limited-liability partnership, by providing written notice to its registered agent or, if the registered limited-liability partnership does not have a registered agent, to a managing partner, that its certificate of registration is revoked. The written notice:
(a) Must include the amount of any fees and penalties incurred that are due.
(b) At the request of the registered agent or managing partner, may be provided electronically.
(Added to NRS by 1995, 1469; A 2001, 3185; 2003, 20th Special Session, 82; 2007, 2288, 2682)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › NRS 87.530 - Defaulting partnerships: Conditions and procedure for reinstatement.

1. Except as otherwise provided in subsection 3 and NRS 87.515, the Secretary of State shall reinstate the certificate of registration of a registered limited-liability partnership that is revoked pursuant to NRS 87.520 if the registered limited-liability partnership:
(a) Files with the Secretary of State:
(1) The information required by NRS 87.510;
(2) The information required pursuant to NRS 77.310; and
(3) 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 managing partners of the registered limited-liability partnership.
(b) Except as otherwise provided in NRS 231.14057, pays to the Secretary of State:
(1) The fee required to be paid pursuant to NRS 87.510;
(2) Any penalty required to be paid pursuant to NRS 87.520; and
(3) A reinstatement fee of $300.
2. When the Secretary of State reinstates the registered limited-liability partnership, the Secretary of State shall issue to the registered limited-liability partnership a certificate of reinstatement if the registered limited-liability partnership:
(a) Requests a certificate of reinstatement; and
(b) Pays the required fees pursuant to NRS 87.550.
3. The Secretary of State shall not reinstate the certificate of registration of a registered limited-liability partnership if the certificate was revoked pursuant to the provisions of this chapter at least 5 years before the date of the proposed reinstatement.
4. Except as otherwise provided in NRS 87.455, a reinstatement pursuant to this section relates back to the date on which the registered limited-liability partnership’s certificate of registration was revoked and reinstates the registered limited-liability’s certificate of registration as if such certificate had at all times remained in full force and effect.
(Added to NRS by 1995, 1469; A 2001, 3185; 2003, 20th Special Session, 82; 2007, 1328, 2428, 2682; 2013, 867; 2019, 923)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › NRS 87.533 - Dissolution of partnership whose registration has been revoked without additional fees and penalties; regulations.

1. The Secretary of State shall authorize a registered limited-liability partnership whose certificate of registration has been revoked to dissolve without paying additional fees and penalties, other than the fee for filing a notice of withdrawal required by NRS 87.470, if the registered limited-liability partnership provides evidence satisfactory to the Secretary of State that the registered limited-liability partnership did not transact business in this State or as a registered limited-liability partnership organized pursuant to the laws of this State:
(a) During the entire period for which its certificate of registration was revoked; or
(b) During a portion of the period for which its certificate of registration was revoked and the registered limited-liability partnership paid the fees and penalties for the portion of that period in which the registered limited-liability partnership transacted business in this State or as a registered limited-liability partnership organized pursuant to the laws of this State.
2. The Secretary of State may adopt regulations to administer the provisions of this section.
(Added to NRS by 2015, 1293)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › NRS 87.540 - Status of partnership and liability of partners not affected by errors in certain filed information.

The status of a partnership as a registered limited-liability 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 1995, 1467)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › NRS 87.5405 - Penalty for doing business without registration; enforcement; regulations.

1. Every foreign registered limited-liability partnership which is doing business in this State and which willfully fails or neglects to register with the Secretary of State pursuant to NRS 87.440 to 87.500, inclusive, and 87.541 to 87.5443, inclusive, 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 registered limited-liability partnership which is doing business in this State and which fails or neglects to register with the Secretary of State pursuant to NRS 87.440 to 87.500, inclusive, and 87.541 to 87.5443, inclusive, 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 pursuant to NRS 87.440 to 87.500, inclusive, and 87.541 to 87.5443, inclusive.
3. The failure of a foreign registered limited-liability partnership to register in this State does not impair the validity of any contract or act of the foreign registered limited-liability partnership, or prevent the foreign registered limited-liability 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 registered limited-liability 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 foreign registered limited-liability partnership’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 foreign registered limited-liability partnership’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.
5. In the course of an investigation of a violation of this section, the Secretary of State may require a foreign registered limited-liability partnership to answer any interrogatory submitted by the Secretary of State that will assist in the investigation.
6. A foreign registered limited-liability partnership, by transacting business in this State without registration, 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 by the foreign registered limited-liability partnership.
7. The Secretary of State may adopt regulations to administer the provisions of this section.
(Added to NRS by 2009, 1699; A 2013, 867)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › NRS 87.5413 - 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 foreign registered limited-liability partnership shall maintain at its principal place of business in this State or with its custodian of records:
(a) A current list of its managing partners; or
(b) A statement indicating where such a list is maintained.
2. Upon the request of the Secretary of State, the foreign registered limited-liability 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 registered limited-liability 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 registered limited-liability 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 foreign registered limited-liability partnership to transact business in this State.
5. The Secretary of State shall not reinstate or revive the right of a foreign registered limited-liability partnership to transact business in this State that was revoked or suspended pursuant to subsection 4 unless:
(a) The registered limited-liability 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 foreign registered limited-liability 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, 1327; A 2009, 2842; 2019, 397)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › NRS 87.5415 - Certificate of authorization to transact business.

If a foreign registered limited-liability partnership has filed the initial or annual list in compliance with NRS 87.541 and has paid the appropriate fee for the filing, the cancelled check or other proof of payment received by the foreign registered limited-liability partnership constitutes a certificate authorizing it to transact its business within this State until the last day of the month in which the anniversary of its qualification to transact business occurs in the next succeeding calendar year.
(Added to NRS by 2003, 20th Special Session, 75)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › NRS 87.542 - Addresses of managing partners required; failure to file.

1. Each list required to be filed under the provisions of NRS 87.541 to 87.5443, inclusive, must, after the name of each managing partner listed thereon, set forth the address, either residence or business, of each managing partner.
2. If the addresses are not stated for each person on any list offered for filing, the Secretary of State may refuse to file the list, and the foreign registered limited-liability partnership for which the list has been offered for filing is subject to all the provisions of NRS 87.541 to 87.5443, inclusive, relating to failure to file the list within or at the times therein specified, unless a list is subsequently submitted for filing which conforms to the provisions of this section.
(Added to NRS by 2003, 20th Special Session, 75)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › NRS 87.5425 - Defaulting partnerships: Identification; forfeiture of right to transact business; penalty.

1. Each foreign registered limited-liability partnership which is required to make a filing and pay the fee prescribed in NRS 87.541 to 87.5443, 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 registered limited-liability partnership occurs, the defaulting foreign registered limited-liability partnership by reason of its default forfeits its right to transact any business within this State. The fee and penalty must be collected as provided in this chapter.
(Added to NRS by 2003, 20th Special Session, 75)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › NRS 87.543 - Defaulting partnerships: Duties of Secretary of State.

1. The Secretary of State shall notify, by providing written notice to its registered agent, each foreign registered limited-liability partnership deemed in default pursuant to NRS 87.5425. 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 its registration occurs, the Secretary of State shall compile a complete list containing the names of all foreign registered limited-liability 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 registered limited-liability partnership specified in subsection 2 of the forfeiture of its right to transact business. The written notice:
(a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid.
(b) At the request of the registered agent, may be provided electronically.
(Added to NRS by 2003, 20th Special Session, 75; A 2007, 2684)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › NRS 87.5435 - Defaulting partnerships: Conditions and procedure for reinstatement.

1. Except as otherwise provided in subsections 3 and 4 and NRS 87.5413, the Secretary of State shall reinstate a foreign registered limited-liability partnership which has forfeited or which forfeits its right to transact business under the provisions of this chapter and shall restore to the foreign registered limited-liability 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 87.541;
(2) The information required pursuant to NRS 77.310; and
(3) 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 managing partners of the foreign registered limited-liability 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 87.541 and 87.5425 for each year or portion thereof that its right to transact business was forfeited; and
(2) A fee of $300 for reinstatement.
2. When the Secretary of State reinstates the foreign registered limited-liability partnership, the Secretary of State shall issue to the foreign registered limited-liability partnership a certificate of reinstatement if the foreign registered limited-liability partnership:
(a) Requests a certificate of reinstatement; and
(b) Pays the required fees pursuant to NRS 87.550.
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 registered limited-liability 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 to transact business must not be reinstated.
5. Except as otherwise provided in NRS 87.544, a reinstatement pursuant to this section relates back to the date on which the foreign registered limited-liability partnership forfeited its right to transact business under the provisions of this chapter and reinstates the foreign registered limited-liability partnership’s right to transact business as if such right had at all times remained in full force and effect.
(Added to NRS by 2003, 20th Special Session, 76; A 2007, 1329, 2429, 2684; 2009, 2843; 2013, 870; 2019, 923)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › NRS 87.544 - Defaulting partnerships: Reinstatement or revival under old or new name; regulations.

1. Except as otherwise provided in subsection 2, if a foreign registered limited-liability 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 registered limited-liability partnership must submit in writing in its application for reinstatement or revival 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 registered limited-liability partnership under that new name.
2. If the applying foreign registered limited-liability 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 registered limited-liability partnership or a new name it has submitted, it may be reinstated or revived under that name.
3. For the purposes of this section, a proposed name is not distinguishable from a name on file or reserved solely because one or the other contains distinctive lettering, a distinctive mark, a trademark or a trade name, or any combination thereof.
4. The Secretary of State may adopt regulations that interpret the requirements of this section.
(Added to NRS by 2003, 20th Special Session, 76; A 2015, 1297)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › NRS 87.5445 - Form required for filing of records.

1. Each record filed with the Secretary of State pursuant to this chapter must be on or accompanied by a form prescribed by the Secretary of State.
2. The Secretary of State may refuse to file a record which does not comply with subsection 1 or which does not contain all of the information required by statute for filing the record.
3. If the provisions of the form prescribed by the Secretary of State conflict with the provisions of any record that is submitted for filing with the form:
(a) The provisions of the form control for all purposes with respect to the information that is required by statute to appear in the record in order for the record to be filed; and
(b) Unless otherwise provided in the record, the provisions of the record control in every other situation.
4. The Secretary of State may by regulation provide for the electronic filing of records with the Office of the Secretary of State.
(Added to NRS by 2003, 20th Special Session, 73)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › NRS 87.545 - Procedure to submit replacement page to Secretary of State before actual filing of record.

A managing partner of a registered limited-liability 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 managing partner to the Secretary of State permits, but does not require, the Secretary of State to alter the original record as requested.
(Added to NRS by 1997, 2815; A 2003, 3146)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › NRS 87.547 - Correction of inaccurate or defective record filed with Secretary of State; cancellation of filings.

1. A registered limited-liability partnership may correct a record filed in the Office of the Secretary of State with respect to the registered limited-liability partnership if the record contains an inaccurate description of a partnership action or if the record was defectively signed, attested, sealed, verified or acknowledged, including, without limitation, if the record was filed erroneously.
2. To correct a record, the registered limited-liability partnership must:
(a) Prepare a certificate of correction that:
(1) States the name of the registered limited-liability partnership;
(2) Describes the record, including, without limitation, its filing date;
(3) Specifies the inaccuracy or defect in the record, including, without limitation, if and to the extent applicable, the error in the filing of the record;
(4) Sets forth such information as is necessary so as to clarify or otherwise remedy the inaccuracy or defect; and
(5) Is signed by a managing partner of the registered limited-liability partnership or by some other person specifically authorized by the registered limited-liability partnership to sign the certificate.
(b) Deliver the certificate to the Secretary of State for filing.
(c) Pay a filing fee of $175 to the Secretary of State.
3. A certificate of correction is effective on the effective date of the record it corrects except as to persons relying on the uncorrected record and adversely affected by the correction. As to those persons, the certificate is effective when filed.
4. If a registered limited-liability 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 registered limited-liability partnership may cancel the filing by:
(a) Filing a statement of cancellation with the Secretary of State; and
(b) Paying a fee of $50.
(Added to NRS by 2001, 1396; A 2001, 3198, 3199; 2003, 3146; 2003, 20th Special Session, 83; 2009, 2844; 2013, 870; 2023, 378)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › NRS 87.550 - Fees.

In addition to any other fees required by NRS 87.440 to 87.540, inclusive, and 87.560, the Secretary of State shall charge and collect the following fees for services rendered pursuant to those sections:
1. For certifying records required by NRS 87.440 to 87.540, inclusive, and 87.560, $30 per certification.
2. For signing a certificate verifying the existence of a registered limited-liability partnership, if the registered limited-liability partnership has not filed a certificate of amendment, $50.
3. For signing a certificate verifying the existence of a registered limited-liability partnership, if the registered limited-liability partnership has filed a certificate of amendment, $50.
4. For signing, certifying or filing any certificate or record not required by NRS 87.440 to 87.540, inclusive, and 87.560, $50.
5. For any copies provided by the Office of the Secretary of State, $2 per page.
6. For examining and provisionally approving any record before the record is presented for filing, $125.
(Added to NRS by 1995, 1470; A 1999, 1620; 2001, 1397, 3186, 3199; 2003, 3146; 2003, 20th Special Session, 83; 2005, 2264; 2009, 1700; 2015, 1298)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › NRS 87.560 - Operation of domestic partnership in another jurisdiction; registration of foreign registered limited-liability partnership.

1. To the extent permitted by the law of that jurisdiction:
(a) A partnership, including a registered limited-liability 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.
(b) The internal affairs of a partnership, including a registered limited-liability partnership, formed and existing under this chapter, including the liability of partners for debts, obligations and liabilities of or chargeable to the partnership, are governed by the law of this State.
2. Subject to any statutes for the regulation and control of specific types of business, a registered limited-liability partnership, formed and existing under the law of another jurisdiction, may do business in this State if it first registers with the Secretary of State pursuant to the provisions of NRS 87.440 to 87.500, inclusive, and 87.5405 to 87.5443, inclusive.
3. The name of a partnership that is registered as a limited-liability partnership in another jurisdiction and doing business in this State must contain the words "Limited-Liability Partnership" or "Registered Limited-Liability Partnership" or the abbreviations "L.L.P." or "LLP," or such other words or abbreviations as may be required or authorized by the law of the other jurisdiction, as the last words or letters of the name.
(Added to NRS by 1995, 1468; A 2009, 1700)
2023 Nevada Revised Statutes › Chapter 87 - Partnerships › NRS 87.565 - Secretary of State authorized to adopt certain regulations to allow 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 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, 780; A 2019, 2823)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.010 - Definitions.

As used in this chapter, unless the context otherwise requires, the words and terms defined in NRS 87A.015 to 87A.140, inclusive, have the meanings ascribed to them in those sections.
(Added to NRS by 2007, 437; A 2009, 1702)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.025 - "Debtor in bankruptcy" defined.

"Debtor in bankruptcy" means a person that is the subject of:
1. An order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general application; or
2. A comparable order under federal, state or foreign law governing insolvency.
(Added to NRS by 2007, 437)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.030 - "Designated office" defined.

"Designated office" means:
1. With respect to a limited partnership, the office that the limited partnership is required to designate and maintain under NRS 87A.215; and
2. With respect to a foreign limited partnership, its principal office.
(Added to NRS by 2007, 437)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.040 - "Foreign limited partnership" defined.

"Foreign limited partnership" means a partnership formed under the laws of a jurisdiction other than this State and required by those laws to have one or more general partners and one or more limited partners. The term includes a foreign limited-liability limited partnership.
(Added to NRS by 2007, 438)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.045 - "Foreign registered limited-liability limited partnership" defined.

"Foreign registered limited-liability limited partnership" means a foreign limited-liability limited partnership:
1. Formed pursuant to an agreement governed by the laws of another state; and
2. Registered pursuant to and complying with NRS 87A.535 to 87A.625, inclusive, and 87A.655.
(Added to NRS by 2007, 438; A 2015, 1301)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.050 - "General partner" defined.

"General partner" means:
1. With respect to a limited partnership, a person that:
(a) Becomes a general partner under NRS 87A.350; or
(b) Was a general partner in a limited partnership subject to chapter 88 of NRS when the limited partnership voluntarily elected to become subject to this chapter; and
2. With respect to a foreign limited partnership, a person that has rights, powers and obligations similar to those of a general partner in a limited partnership.
(Added to NRS by 2007, 438)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.055 - "Limited partner" defined.

"Limited partner" means:
1. With respect to a limited partnership, a person that:
(a) Becomes a limited partner under NRS 87A.320; or
(b) Was a limited partner in a limited partnership subject to chapter 88 of NRS when the limited partnership voluntarily elected to become subject to this chapter; and
2. With respect to a foreign limited partnership, a person that has rights, powers and obligations similar to those of a limited partner in a limited partnership.
(Added to NRS by 2007, 438)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.060 - "Limited partnership" defined.

"Limited partnership," except in the phrases "foreign limited partnership," "foreign limited-liability limited partnership" and "foreign registered limited-liability limited partnership," means an entity, having one or more general partners and one or more limited partners, which is formed under this chapter by two or more persons. The term includes a registered limited-liability limited partnership and a restricted limited partnership.
(Added to NRS by 2007, 438; A 2009, 1702)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.075 - "Person" defined.

"Person" means any natural person, corporation, business trust, estate, trust, partnership, limited-liability company, association, joint venture, government, governmental subdivision, agency or instrumentality, any public corporation or any other legal or commercial entity.
(Added to NRS by 2007, 438)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.100 - "Registered limited-liability limited partnership" defined.

"Registered limited-liability limited partnership" means a limited partnership:
1. Formed pursuant to an agreement governed by this chapter; and
2. Registered pursuant to and complying with NRS 87A.630 to 87A.655, inclusive.
(Added to NRS by 2007, 438; A 2009, 1703)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.145 - Applicability.

The provisions of this chapter apply to a limited partnership:
1. Which was formed before, on or after October 1, 2007, and which voluntarily elects to be governed by the provisions of this chapter; or
2. Which is formed on or after October 1, 2007, and which does not voluntarily elect to be governed by the provisions of chapter 88 of NRS.
(Added to NRS by 2007, 439)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.147 - 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 similar 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, 780; A 2019, 2824)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.155 - Nature, purpose and duration of entity; prohibition against organization for certain illegal purposes.

1. A limited partnership is an entity distinct from its partners. A limited partnership is the same entity regardless of whether the limited partnership has registered as a registered limited-liability limited partnership.
2. A limited partnership may be organized under this chapter for any lawful purpose. A person shall not organize a limited partnership for any illegal purpose or with the fraudulent intent to conceal any business activity, or lack thereof, from another person or a governmental agency.
3. A limited partnership has a perpetual duration.
(Added to NRS by 2007, 440; A 2013, 871)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.160 - Powers.

A limited partnership has the powers to do all things necessary or convenient to carry on its activities, including the power to sue, be sued and defend in its own name and to maintain an action against a partner for harm caused to the limited partnership by a breach of the partnership agreement or violation of a duty to the partnership.
(Added to NRS by 2007, 440)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.170 - Supplemental principles of law; rate of interest.

1. Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.
2. If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is that specified in NRS 99.040.
(Added to NRS by 2007, 441)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.180 - 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 2007, 442)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.185 - 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 2007, 443; A 2015, 1301)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.190 - Effect of partnership agreement; nonwaivable provisions.

1. Except as otherwise provided in subsection 2, the partnership agreement governs relations among the partners and between the partners and the partnership. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership.
2. A partnership agreement may not:
(a) Vary a limited partnership’s power under NRS 87A.160 to sue, be sued and defend in its own name;
(b) Vary the law applicable to a limited partnership under NRS 87A.165;
(c) Vary the requirements of NRS 87A.250;
(d) Vary the information required under NRS 87A.195 or unreasonably restrict the right to information under NRS 87A.335 or 87A.380, but the partnership agreement may impose reasonable restrictions on the availability and use of information obtained under those sections and may define appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use;
(e) Eliminate the duty of loyalty under NRS 87A.385, but the partnership agreement may:
(1) Identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; and
(2) Specify the number or percentage of partners which may authorize or ratify, after full disclosure to all partners of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;
(f) Unreasonably reduce the duty of care under subsection 3 of NRS 87A.385;
(g) Eliminate the obligation of good faith and fair dealing under subsection 2 of NRS 87A.340 and subsection 4 of NRS 87A.385, but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;
(h) Vary the power of a person to withdraw as a general partner under subsection 1 of NRS 87A.450 except to require that the notice under subsection 1 of NRS 87A.445 be in a record;
(i) Vary the power of a court to decree dissolution in the circumstances specified in NRS 87A.495;
(j) Vary the requirement to wind up the partnership’s business as specified in NRS 87A.500;
(k) Unreasonably restrict the right to maintain an action under NRS 87A.660 to 87A.680, inclusive;
(l) Restrict the right of a partner to approve a conversion or merger; or
(m) Restrict rights under this chapter of a person other than a partner or a transferee.
(Added to NRS by 2007, 443)
2023 Nevada Revised Statutes › Chapter 87A - Uniform Limited Partnership Act (2001) › NRS 87A.195 - Information required to be maintained at principal office in State or with custodian of records.

A 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 limited partnership’s registered office the following information:
1. A current list showing the full name and last known street and mailing address of each partner, separately identifying the general partners, in alphabetical order, and the limited partners, in alphabetical order.
2. A copy of the certificate of limited partnership and all amendments to and restatements of the certificate, together with signed copies of any powers of attorney under which any certificate, amendment or restatement has been signed.
3. A copy of any filed articles of conversion or merger.
4. A copy of the limited partnership’s federal, state and local income tax returns and reports, if any, for the 3 most recent years.
5. A copy of any partnership agreement made in a record and any amendment made in a record to any partnership agreement.
6. A copy of any financial statement of the limited partnership for the 3 most recent years.
7. A copy of the three most recent annual lists filed with the Secretary of State pursuant to NRS 87A.290.
8. A copy of any record made by the limited partnership during the past 3 years of any consent given by or vote taken of any partner pursuant to this chapter or the partnership agreement.
9. Unless contained in a partnership agreement made in a record, a record stating:
(a) The amount of cash, and a description and statement of the agreed value of the other benefits, contributed and agreed to be contributed by each partner;
(b) The times at which, or events on the happening of which, any additional contributions agreed to be made by each partner are to be made;
(c) For any person that is both a general partner and a limited partner, a specification of what transferable interest the person owns in each capacity; and
(d) Any events upon the happening of which the limited partnership is to be dissolved and its activities wound up.
(Added to NRS by 2007, 444; A 2009, 1703; 2015, 1301)