[Rev. 11/21/2013 9:22:39 AM--2013]

CHAPTER 87A - UNIFORM LIMITED PARTNERSHIP ACT (2001)

GENERAL PROVISIONS

NRS 87A.005          Short title.

NRS 87A.010          Definitions.

NRS 87A.015          “Certificate of limited partnership” defined.

NRS 87A.020          “Contribution” defined.

NRS 87A.025          “Debtor in bankruptcy” defined.

NRS 87A.030          “Designated office” defined.

NRS 87A.035          “Distribution” defined.

NRS 87A.040          “Foreign limited partnership” defined.

NRS 87A.045          “Foreign registered limited-liability limited partnership” defined.

NRS 87A.050          “General partner” defined.

NRS 87A.055          “Limited partner” defined.

NRS 87A.060          “Limited partnership” defined.

NRS 87A.065          “Partner” defined.

NRS 87A.070          “Partnership agreement” defined.

NRS 87A.075          “Person” defined.

NRS 87A.080          “Person withdrawn as a general partner” defined.

NRS 87A.085          “Principal office” defined.

NRS 87A.095          “Registered agent” defined.

NRS 87A.100          “Registered limited-liability limited partnership” defined.

NRS 87A.105          “Required information” defined.

NRS 87A.108          “Restricted limited partnership” defined.

NRS 87A.120          “State” defined.

NRS 87A.130          “Transfer” defined.

NRS 87A.135          “Transferable interest” defined.

NRS 87A.140          “Transferee” defined.

NRS 87A.145          Applicability.

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.

NRS 87A.150          Knowledge and notice.

NRS 87A.155          Nature, purpose and duration of entity; prohibition against organization for certain illegal purposes.

NRS 87A.160          Powers.

NRS 87A.165          Governing law.

NRS 87A.170          Supplemental principles of law; rate of interest.

NRS 87A.175          Name of partnership: Distinguishable name required; limitations; availability of name of forfeited, merged or otherwise terminated partnership; regulations.

NRS 87A.180          Name of partnership: Reservation; transfer of right to exclusive use of reserved name.

NRS 87A.185          Name of partnership: Reinstatement under old or new name; regulations.

NRS 87A.190          Effect of partnership agreement; nonwaivable provisions.

NRS 87A.195          Information required to be maintained at designated office.

NRS 87A.200          Statement to be maintained at registered office or principal place of business; requirement to assist in criminal investigation; failure to comply; regulations.

NRS 87A.205          Business transactions of partner with partnership.

NRS 87A.210          Dual capacity.

NRS 87A.215          Registered agent required; maintenance of records at office in State; change of address.

NRS 87A.220          Registered agent: Revocation of appointment; change of name.

NRS 87A.225          Resignation of registered agent or termination of registration of commercial registered agent.

NRS 87A.230          Consent and proxies of partners.

FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP AND OTHER FILINGS

NRS 87A.235          Formation of limited partnership; certificate of limited partnership.

NRS 87A.237          Penalty for purporting to do business as limited partnership without registration; enforcement; regulations.

NRS 87A.240          Amendment or restatement of certificate.

NRS 87A.245          Statement of termination.

NRS 87A.250          Signing of records.

NRS 87A.255          Signing and filing pursuant to judicial order.

NRS 87A.260          Form required for filing of records.

NRS 87A.265          Procedure to submit replacement page to Secretary of State before actual filing of record.

NRS 87A.270          Filing of records written in language other than English.

NRS 87A.275          Correction of inaccurate or defective record filed with Secretary of State; cancellation of filings.

NRS 87A.280          Partnership records: Microfilming; imaging; return.

NRS 87A.285          Liability for false information in filed record.

NRS 87A.290          Annual list: Filing requirements; fees; notice; regulations.

NRS 87A.295          Additional filing requirements for certain partnerships: Criteria; statement; fees.

NRS 87A.300          Certificate of authorization to transact business; identification of defaulting partnerships; reinstatement of partnership which is unit-owners’ association; forfeiture and penalty.

NRS 87A.305          Defaulting partnerships: Duties of Secretary of State; revocation of certificate; assets held in trust.

NRS 87A.310          Defaulting partnerships: Conditions and procedure for reinstatement.

NRS 87A.315          Fees.

LIMITED PARTNERS

NRS 87A.320          Becoming limited partner.

NRS 87A.325          No right or power as limited partner to bind limited partnership.

NRS 87A.330          No liability as limited partner for limited partnership obligations.

NRS 87A.335          Right of limited partner and former limited partner to information.

NRS 87A.340          Limited duties of limited partners.

NRS 87A.345          Person erroneously believing self to be limited partner.

GENERAL PARTNERS

NRS 87A.350          Becoming general partner.

NRS 87A.355          General partner agent of limited partnership.

NRS 87A.360          Limited partnership liable for actionable conduct of general partner.

NRS 87A.365          Liability of general partner.

NRS 87A.370          Actions by and against partnership and partners.

NRS 87A.375          Management rights of general partner.

NRS 87A.380          Right of general partner and former general partner to information.

NRS 87A.385          General standards of conduct of general partner.

CONTRIBUTIONS AND DISTRIBUTIONS

NRS 87A.390          Form of contribution.

NRS 87A.395          Liability for contribution.

NRS 87A.400          Sharing of distributions.

NRS 87A.405          Interim distributions.

NRS 87A.410          No distribution on account of withdrawal.

NRS 87A.415          Distribution in kind.

NRS 87A.420          Right to distribution.

NRS 87A.425          Limitations on distribution.

NRS 87A.427          Limitations on distributions applicable to restricted limited partnerships.

NRS 87A.430          Liability for improper distributions.

WITHDRAWAL

NRS 87A.435          Withdrawal as limited partner.

NRS 87A.440          Effect of withdrawal as limited partner.

NRS 87A.445          Withdrawal as general partner.

NRS 87A.450          Power of person to withdraw as general partner; wrongful withdrawal.

NRS 87A.455          Effect of withdrawal as general partner.

NRS 87A.460          Power to bind and liability to limited partnership before dissolution of partnership of person withdrawn as general partner.

NRS 87A.465          Liability to other persons of person withdrawn as general partner.

TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS

NRS 87A.470          Transferable interest of partner.

NRS 87A.475          Transfer of transferable interest of partner.

NRS 87A.480          Rights and remedies of creditor of partner.

NRS 87A.485          Power of estate of deceased partner.

DISSOLUTION

NRS 87A.490          Nonjudicial dissolution.

NRS 87A.495          Judicial dissolution.

NRS 87A.500          Winding up.

NRS 87A.505          Power of general partner and person withdrawn as general partner to bind partnership after dissolution.

NRS 87A.510          Liability after dissolution of general partner and person withdrawn as general partner to limited partnership, other general partners and persons withdrawn as general partner.

NRS 87A.515          Known claims against dissolved limited partnership.

NRS 87A.520          Other claims against dissolved limited partnership.

NRS 87A.525          Liability of general partner and person withdrawn as general partner when claim against limited partnership barred.

NRS 87A.530          Disposition of assets; when contributions are required.

FOREIGN LIMITED PARTNERSHIPS

NRS 87A.535          Governing law.

NRS 87A.540          Filing requirements; prohibition against registration for certain illegal purposes; required provisions of application for registration.

NRS 87A.545          Issuance of certificate of registration by Secretary of State.

NRS 87A.550          Registration of name.

NRS 87A.555          Amendments to application for registration.

NRS 87A.560          Annual list: Filing requirements; fees; powers and duties of Secretary of State; regulations.

NRS 87A.565          Additional filing requirements for certain partnerships: Criteria; statement; fees.

NRS 87A.570          Certificate of authorization to transact business.

NRS 87A.575          Addresses of general partners required; failure to file.

NRS 87A.580          List or statement to be maintained at registered office or principal place of business; requirement to assist in criminal investigation; failure to comply; regulations.

NRS 87A.585          Defaulting partnerships: Identification; forfeiture of right to transact business; penalty.

NRS 87A.590          Defaulting partnerships: Duties of Secretary of State.

NRS 87A.595          Defaulting partnerships: Conditions and procedure for reinstatement.

NRS 87A.600          Defaulting partnerships: Reinstatement under old or new name; regulations.

NRS 87A.605          Cancellation of registration.

NRS 87A.610          Penalty for transacting business without registration; enforcement; regulations.

NRS 87A.615          Activities not constituting transaction of business.

NRS 87A.620          Determination of whether solicitation is made or accepted.

NRS 87A.625          Action by Attorney General to restrain transaction of business.

REGISTERED LIMITED-LIABILITY LIMITED PARTNERSHIPS

NRS 87A.630          Filing requirements; prohibition against registration for certain illegal purposes; required and optional provisions of certificate of registration.

NRS 87A.632          Penalty for purporting to do business as registered limited-liability limited partnership without registration; enforcement; regulations.

NRS 87A.635          Name of partnership: Distinguishable name required; limitations; availability of name of forfeited, merged or otherwise terminated partnership; regulations.

NRS 87A.640          List or statement to be maintained at registered office or principal place of business; requirement to assist in criminal investigation; failure to comply; regulations.

NRS 87A.645          Termination of registration.

NRS 87A.650          Status of partnership and liability of partners not affected by errors in certain filed information.

NRS 87A.652          Penalty for purporting to transact business as foreign registered limited-liability limited partnership without registration; enforcement; regulations.

NRS 87A.655          Name of foreign partnership.

ACTIONS BY PARTNERS

NRS 87A.660          Direct action by partner.

NRS 87A.665          Derivative action.

NRS 87A.670          Proper plaintiff.

NRS 87A.675          Pleading.

NRS 87A.680          Proceeds and expenses.

MISCELLANEOUS PROVISIONS

NRS 87A.685          Uniformity of application and construction.

NRS 87A.690          Relation to Electronic Signatures in Global and National Commerce Act.

NRS 87A.695          Provisions for existing partnerships.

NRS 87A.700          Operation of domestic partnership in another jurisdiction.

_________

GENERAL PROVISIONS

      NRS 87A.005  Short title.  This chapter may be cited as the Uniform Limited Partnership Act (2001).

      (Added to NRS by 2007, 437)

      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)

      NRS 87A.015  “Certificate of limited partnership” defined.  “Certificate of limited partnership” means the certificate required by NRS 87A.235. The term includes the certificate as amended or restated.

      (Added to NRS by 2007, 437)

      NRS 87A.020  “Contribution” defined.  “Contribution,” except in the phrase “right of contribution,” means any benefit provided by a person to a limited partnership in order to become a partner or in the person’s capacity as a partner.

      (Added to NRS by 2007, 437)

      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)

      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)

      NRS 87A.035  “Distribution” defined.  “Distribution” means a transfer of money or other property from a limited partnership to a partner in the partner’s capacity as a partner or to a transferee on account of a transferable interest owned by the transferee.

      (Added to NRS by 2007, 437)

      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)

      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)

      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)

      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)

      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)

      NRS 87A.065  “Partner” defined.  “Partner” means a limited partner or general partner.

      (Added to NRS by 2007, 438)

      NRS 87A.070  “Partnership agreement” defined.  “Partnership agreement” means the partners’ agreement, whether oral, implied, in a record, or in any combination, concerning the limited partnership. The term includes the agreement as amended.

      (Added to NRS by 2007, 438)

      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)

      NRS 87A.080  “Person withdrawn as a general partner” defined.  “Person withdrawn as a general partner” means a person withdrawn as a general partner of a limited partnership.

      (Added to NRS by 2007, 438)

      NRS 87A.085  “Principal office” defined.  “Principal office” means the office where the principal executive office of a limited partnership or foreign limited partnership is located, whether or not the office is located in this State.

      (Added to NRS by 2007, 438)

      NRS 87A.095  “Registered agent” defined.  “Registered agent” has the meaning ascribed to it in NRS 77.230.

      (Added to NRS by 2007, 439)—(Substituted in revision for NRS 87A.107)

      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)

      NRS 87A.105  “Required information” defined.  “Required information” means the information that a limited partnership is required to maintain under NRS 87A.195.

      (Added to NRS by 2007, 439)

      NRS 87A.108  “Restricted limited partnership” defined.  “Restricted limited partnership” means a limited partnership organized and existing under this chapter that elects to include the optional provisions permitted by NRS 87A.235.

      (Added to NRS by 2009, 1700)

      NRS 87A.120  “State” defined.  “State” means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands or any territory or insular possession subject to the jurisdiction of the United States.

      (Added to NRS by 2007, 439)

      NRS 87A.130  “Transfer” defined.  “Transfer” includes an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift and transfer by operation of law.

      (Added to NRS by 2007, 439)

      NRS 87A.135  “Transferable interest” defined.  “Transferable interest” means a partner’s right to receive distributions.

      (Added to NRS by 2007, 439)

      NRS 87A.140  “Transferee” defined.  “Transferee” means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a partner.

      (Added to NRS by 2007, 439)

      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)

      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 and telecommunications.

      (Added to NRS by 2011, 780)

      NRS 87A.150  Knowledge and notice.

      1.  A person knows a fact if the person has actual knowledge of it.

      2.  A person has notice of a fact if the person:

      (a) Knows of it;

      (b) Has received a notification of it;

      (c) Has reason to know it exists from all of the facts known to the person at the time in question; or

      (d) Has notice of it under subsection 3 or 4.

      3.  A certificate of limited partnership on file in the Office of the Secretary of State is notice that the partnership is a limited partnership and the persons designated in the certificate as general partners are general partners. Except as otherwise provided in subsection 4, the certificate is not notice of any other fact.

      4.  A person has notice of:

      (a) Another person’s withdrawal as a general partner, 90 days after the effective date of an amendment to the certificate of limited partnership which states that the other person has withdrawn or 90 days after the effective date of a certificate of withdrawal pertaining to the other person, whichever occurs first;

      (b) A limited partnership’s dissolution, 90 days after the effective date of an amendment to the certificate of limited partnership stating that the limited partnership is dissolved;

      (c) A limited partnership’s termination, 90 days after the effective date of a certificate of cancellation;

      (d) A limited partnership’s conversion, 90 days after the effective date of the articles of conversion; or

      (e) A merger, 90 days after the effective date of the articles of merger.

      5.  A person notifies or gives a notification to another person by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person learns of it.

      6.  A person receives a notification when the notification:

      (a) Comes to the person’s attention; or

      (b) Is delivered at the person’s place of business or at any other place held out by the person as a place for receiving communications.

      7.  Except as otherwise provided in subsection 8, a person other than a natural person knows, has notice, or receives a notification of a fact for purposes of a particular transaction when the natural person conducting the transaction for the person knows, has notice, or receives a notification of the fact, or in any event when the fact would have been brought to the natural person’s attention if the person had exercised reasonable diligence. A person other than a natural person exercises reasonable diligence if it maintains reasonable routines for communicating significant information to the natural person conducting the transaction for the person and there is reasonable compliance with the routines. Reasonable diligence does not require a natural person acting for the person to communicate information unless the communication is part of the natural person’s regular duties or the natural person has reason to know of the transaction and that the transaction would be materially affected by the information.

      8.  A general partner’s knowledge, notice, or receipt of a notification of a fact relating to the limited partnership is effective immediately as knowledge of, notice to, or receipt of a notification by the limited partnership, except in the case of a fraud on the limited partnership committed by or with the consent of the general partner. A limited partner’s knowledge, notice, or receipt of a notification of a fact relating to the limited partnership is not effective as knowledge of, notice to, or receipt of a notification by the limited partnership.

      (Added to NRS by 2007, 439)

      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)

      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)

      NRS 87A.165  Governing law.  The law of this State governs:

      1.  Relations among the partners of a limited partnership and between the partners and the limited partnership; and

      2.  The liability of partners as partners for an obligation of the limited partnership.

      (Added to NRS by 2007, 440)

      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)

      NRS 87A.175  Name of partnership: Distinguishable name required; limitations; availability of name of forfeited, merged or otherwise terminated partnership; regulations.

      1.  Except as otherwise provided in NRS 87A.635, the name proposed for a limited partnership as set forth in its certificate of limited partnership:

      (a) Must contain the words “Limited Partnership,” or the abbreviation “LP” or “L.P.”;

      (b) May contain the name of any partner; and

      (c) Must be distinguishable on the records of the Secretary of State from the names of all other artificial persons formed, organized, registered or qualified pursuant to the provisions of this title that are on file in the Office of the Secretary of State and all names that are reserved in the Office of the Secretary of State pursuant to the provisions of this title. If the name on the certificate of limited partnership submitted to the Secretary of State is not distinguishable from any name on file or reserved name, the Secretary of State shall return the certificate to the filer, unless the written, acknowledged consent to the use of the same or the requested similar name of the holder of the name on file or reserved name accompanies the certificate of limited partnership.

      2.  For the purposes of this section, a proposed name is not distinguished 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.

      3.  The Secretary of State shall not accept for filing any certificate of limited partnership for any limited partnership formed or existing pursuant to the laws of this State which provides that the name of the limited partnership contains the word “accountant,” “accounting,” “accountancy,” “auditor” or “auditing” unless the Nevada State Board of Accountancy certifies that the limited partnership:

      (a) Is registered pursuant to the provisions of chapter 628 of NRS; or

      (b) Has filed with the Nevada State Board of Accountancy under penalty of perjury a written statement that the limited partnership is not engaged in the practice of accounting and is not offering to practice accounting in this State.

      4.  The Secretary of State shall not accept for filing any certificate of limited partnership for any limited partnership formed or existing pursuant to the laws of this State which provides that the name of the limited partnership contains the word “bank” or “trust” unless:

      (a) It appears from the certificate of limited partnership that the limited partnership proposes to carry on business as a banking or trust company, exclusively or in connection with its business as a bank, savings and loan association or thrift company; and

      (b) The certificate of limited partnership is first approved by the Commissioner of Financial Institutions.

      5.  The Secretary of State shall not accept for filing any certificate of limited partnership for any limited partnership formed or existing pursuant to the provisions of this chapter if it appears from the certificate of limited partnership that the business to be carried on by the limited partnership is subject to supervision by the Commissioner of Insurance or by the Commissioner of Financial Institutions, unless the certificate of limited partnership is approved by the Commissioner who will supervise the business of the limited partnership.

      6.  Except as otherwise provided in subsection 5, the Secretary of State shall not accept for filing any certificate of limited partnership for any limited partnership formed or existing pursuant to the laws of this State which provides that the name of the limited partnership contains the words “engineer,” “engineered,” “engineering,” “professional engineer,” “registered engineer” or “licensed engineer” unless:

      (a) The State Board of Professional Engineers and Land Surveyors certifies that the principals of the limited partnership are licensed to practice engineering pursuant to the laws of this State; or

      (b) The State Board of Professional Engineers and Land Surveyors certifies that the limited partnership is exempt from the prohibitions of NRS 625.520.

      7.  Except as otherwise provided in subsection 5, the Secretary of State shall not accept for filing any certificate of limited partnership for any limited partnership formed or existing pursuant to the laws of this State which provides that the name of the limited partnership contains the words “architect,” “architecture,” “registered architect,” “licensed architect,” “registered interior designer,” “registered interior design,” “residential designer,” “registered residential designer,” “licensed residential designer” or “residential design” unless the State Board of Architecture, Interior Design and Residential Design certifies that:

      (a) The principals of the limited partnership are holders of a certificate of registration to practice architecture or residential design or to practice as a registered interior designer, as applicable, pursuant to the laws of this State; or

      (b) The limited partnership is qualified to do business in this State pursuant to NRS 623.349.

      8.  The Secretary of State shall not accept for filing any certificate of limited partnership for any limited partnership formed or existing pursuant to the laws of this State which provides that the name of the limited partnership contains the words “common-interest community,” “community association,” “master association,” “unit-owners’ association” or “homeowners’ association” or if it appears in the certificate of limited partnership that the purpose of the limited partnership is to operate as a unit-owners’ association pursuant to chapter 116 or 116B of NRS unless the Administrator of the Real Estate Division of the Department of Business and Industry certifies that the limited partnership has:

      (a) Registered with the Ombudsman for Owners in Common-Interest Communities and Condominium Hotels pursuant to NRS 116.31158 or 116B.625; and

      (b) Paid to the Administrator of the Real Estate Division the fees required pursuant to NRS 116.31155 or 116B.620.

      9.  The name of a limited partnership whose right to transact business has been forfeited, which has merged and is not the surviving entity or whose existence has otherwise terminated is available for use by any other artificial person.

      10.  The Secretary of State may adopt regulations that interpret the requirements of this section.

      (Added to NRS by 2007, 441)

      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)

      NRS 87A.185  Name of partnership: Reinstatement under old or new name; regulations.

      1.  Except as otherwise provided in subsection 2, if a limited partnership applies to reinstate 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. If that name is distinguishable from all other names reserved or otherwise on file, the Secretary of State shall reinstate 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 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)

      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)

      NRS 87A.195  Information required to be maintained at designated office.  A limited partnership shall maintain at its designated 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.

Ê In lieu of keeping at the designated office the information required in subsections 1, 4 and 6 to 9, inclusive, the limited partnership may keep a statement with the registered agent setting out the name of the custodian of the information required in subsections 1, 4 and 6 to 9, inclusive, and the present and complete post office address, including street and number, if any, where the information required in subsections 1, 4 and 6 to 9, inclusive, is kept.

      (Added to NRS by 2007, 444; A 2009, 1703)

      NRS 87A.200  Statement to be maintained at registered office or principal place of business; requirement to assist in criminal investigation; failure to comply; regulations.

      1.  A limited partnership shall maintain at its registered office or principal place of business in this State 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, if different than the registered agent for such limited partnership. The information required pursuant to this paragraph shall be kept confidential by the Secretary of State.

      (b) Provide written notice to the Secretary of State within 10 days after any change in the custodian of the list described in subsection 1.

      3.  Upon the request of any law enforcement agency in the course of a criminal investigation, the Secretary of State may require a limited partnership to:

      (a) Submit to the Secretary of State, within 3 business days, a copy of the list required to be maintained pursuant to 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)

      NRS 87A.205  Business transactions of partner with partnership.  A partner may lend money to and transact other business with the limited partnership and has the same rights and obligations with respect to the loan or other transaction as a person that is not a partner.

      (Added to NRS by 2007, 445)

      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)

      NRS 87A.215  Registered agent required; maintenance of records at office in State; change of address.

      1.  Each limited partnership shall designate and continuously maintain in this State:

      (a) An office, which may but need not be a place of its business in this State, 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)

      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)

      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)

      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)

FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP AND OTHER FILINGS

      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 later of the filing of the certificate of limited partnership or a date specified in 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)

      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)

      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)

      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)

      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)

      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)

      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)

      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)

      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)

      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.

      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;

             (4) Sets forth the false or erroneous information or the defective portion of the record in an accurate or corrected form; 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)

      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)

      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)

      NRS 87A.290  Annual list: Filing requirements; fees; notice; regulations.

      1.  A limited partnership shall, on or before the last day of the first month after the filing of its certificate of limited partnership with the Secretary of State or, if the limited partnership has selected an alternative due date pursuant to subsection 10, on or before that alternative due date, and annually thereafter on or before the last day of the month in which the anniversary date of the filing of its certificate of limited partnership occurs or, if applicable, on or before the last day of the month in which the anniversary date of the alternative due date occurs in each year, file with the Secretary of State, on a form furnished by the Secretary of State, a list that contains:

      (a) The name of the limited partnership;

      (b) The file number of the limited partnership, if known;

      (c) The names of all of its general partners;

      (d) The address, either residence or business, of each general partner; and

      (e) The signature of a general partner of the limited partnership, or some other person specifically authorized by the limited partnership to sign the list, certifying that the list is true, complete and accurate.

Ê Each list filed pursuant to this subsection must be accompanied by a declaration under penalty of perjury that the limited partnership has complied with the provisions of chapter 76 of NRS, that the limited partnership acknowledges that pursuant to NRS 239.330, it is a category C felony to knowingly offer any false or forged instrument for filing in the Office of the Secretary of State, and that none of the general partners identified in the list has been identified in the list with the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of a general partner in furtherance of any unlawful conduct.

      2.  Except as otherwise provided in subsection 3, a limited partnership shall, upon filing:

      (a) The initial list required by subsection 1, pay to the Secretary of State a fee of $125.

      (b) Each annual list required by subsection 1, pay to the Secretary of State a fee of $125.

      3.  A registered limited-liability limited partnership shall, upon filing:

      (a) The initial list required by subsection 1, pay to the Secretary of State a fee of $125.

      (b) Each annual list required by subsection 1, pay to the Secretary of State a fee of $125.

      4.  If a general partner of a limited partnership resigns and the resignation is not reflected on the annual or amended list of general partners, the limited partnership or the resigning general partner shall pay to the Secretary of State a fee of $75 to file the resignation.

      5.  The Secretary of State shall, 90 days before the last day for filing each annual list required by subsection 1, provide to each limited partnership which is required to comply with the provisions of this section, and which has not become delinquent, a notice of the fee due pursuant to the provisions of subsection 2 or 3, as appropriate, and a reminder to file the annual list required pursuant to subsection 1. Failure of any limited partnership to receive a notice does not excuse it from the penalty imposed by NRS 87A.300.

      6.  If the list to be filed pursuant to the provisions of subsection 1 is defective or the fee required by subsection 2 or 3 is not paid, the Secretary of State may return the list for correction or payment.

      7.  An annual list for a limited partnership not in default that is received by the Secretary of State more than 90 days before its due date shall be deemed an amended list for the previous year and does not satisfy the requirements of subsection 1 for the year to which the due date is applicable.

      8.  A filing made pursuant to this section does not satisfy the provisions of NRS 87A.240 and may not be substituted for filings submitted pursuant to NRS 87A.240.

      9.  A person who files with the Secretary of State a list required by subsection 1 which identifies a general partner with the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of a general partner in furtherance of any unlawful conduct is subject to the penalty set forth in NRS 225.084.

      10.  The Secretary of State may allow a limited partnership to select an alternative due date for filing the initial list required by subsection 1.

      11.  The Secretary of State may adopt regulations to administer the provisions of subsection 10.

      (Added to NRS by 2007, 450; A 2009, 2040, 2846; 2013, 872)

      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.

      (Added to NRS by 2007, 451)

      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)

      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)

      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) 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.  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)

      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.

Ê 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)

LIMITED PARTNERS

      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)

      NRS 87A.325  No right or power as limited partner to bind limited partnership.  A limited partner does not have the right or the power as a limited partner to act for or bind the limited partnership.

      (Added to NRS by 2007, 455)

      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)

      NRS 87A.335  Right of limited partner and former limited partner to information.

      1.  On 10 days’ demand, made in a record received by the limited partnership, a limited partner may inspect and copy required information during regular business hours in the limited partnership’s designated office. The limited partner need not have any particular purpose for seeking the information.

      2.  During regular business hours and at a reasonable location specified by the limited partnership, a limited partner may obtain from the limited partnership and inspect and copy true and full information regarding the state of the activities and financial condition of the limited partnership and other information regarding the activities of the limited partnership as is just and reasonable if:

      (a) The limited partner seeks the information for a purpose reasonably related to the partner’s interest as a limited partner;

      (b) The limited partner makes a demand in a record received by the limited partnership, describing with reasonable particularity the information sought and the purpose for seeking the information; and

      (c) The information sought is directly connected to the limited partner’s purpose.

      3.  Within 10 days after receiving a demand pursuant to subsection 2, the limited partnership in a record shall inform the limited partner that made the demand:

      (a) What information the limited partnership will provide in response to the demand;

      (b) When and where the limited partnership will provide the information; and

      (c) If the limited partnership declines to provide any demanded information, the limited partnership’s reasons for declining.

      4.  Subject to subsection 6, a person withdrawn as a limited partner may inspect and copy required information during regular business hours in the limited partnership’s designated office if:

      (a) The information pertains to the period during which the person was a limited partner;

      (b) The person seeks the information in good faith; and

      (c) The person meets the requirements of subsection 2.

      5.  The limited partnership shall respond to a demand made pursuant to subsection 4 in the same manner as provided in subsection 3.

      6.  If a limited partner dies, NRS 87A.485 applies.

      7.  The limited partnership may impose reasonable restrictions on the use of information obtained under this section. In a dispute concerning the reasonableness of a restriction under this subsection, the limited partnership has the burden of proving reasonableness.

      8.  A limited partnership may charge a person that makes a demand under this section reasonable costs of copying, limited to the costs of labor and material.

      9.  Whenever this chapter or a partnership agreement provides for a limited partner to give or withhold consent to a matter, before the consent is given or withheld, the limited partnership shall, without demand, provide the limited partner with all information material to the limited partner’s decision that the limited partnership knows.

      10.  A limited partner or person withdrawn as a limited partner may exercise the rights under this section through an attorney or other agent. Any restriction imposed under subsection 7 or by the partnership agreement applies both to the attorney or other agent and to the limited partner or person withdrawn as a limited partner.

      11.  The rights stated in this section do not extend to a person as transferee, but may be exercised by the legal representative of a natural person under legal disability who is a limited partner or person withdrawn as a limited partner.

      (Added to NRS by 2007, 455)

      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)

      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)

GENERAL PARTNERS

      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)

      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)

      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)

      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)

      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)

      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)

      NRS 87A.380  Right of general partner and former general partner to information.

      1.  A general partner, without having any particular purpose for seeking the information, may inspect and copy during regular business hours:

      (a) In the limited partnership’s designated office, required information; and

      (b) At a reasonable location specified by the limited partnership, any other records maintained by the limited partnership regarding the limited partnership’s activities and financial condition.

      2.  Each general partner and the limited partnership shall furnish to a general partner:

      (a) Without demand, any information concerning the limited partnership’s activities and activities reasonably required for the proper exercise of the general partner’s rights and duties under the partnership agreement or this chapter; and

      (b) On demand, any other information concerning the limited partnership’s activities, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.

      3.  Subject to subsection 5, on 10 days’ demand made in a record received by the limited partnership, a person withdrawn as a general partner may have access to the information and records described in subsection 1 at the location specified in subsection 1 if:

      (a) The information or record pertains to the period during which the person was a general partner;

      (b) The person seeks the information or record in good faith; and

      (c) The person satisfies the requirements imposed on a limited partner by subsection 2 of NRS 87A.335.

      4.  The limited partnership shall respond to a demand made pursuant to subsection 3 in the same manner as provided in subsection 3 of NRS 87A.335.

      5.  If a general partner dies, NRS 87A.485 applies.

      6.  The limited partnership may impose reasonable restrictions on the use of information under this section. In any dispute concerning the reasonableness of a restriction under this subsection, the limited partnership has the burden of proving reasonableness.

      7.  A limited partnership may charge a person withdrawn as a general partner that makes a demand under this section reasonable costs of copying, limited to the costs of labor and material.

      8.  A general partner or person withdrawn as a general partner may exercise the rights under this section through an attorney or other agent. Any restriction imposed under subsection 6 or by the partnership agreement applies both to the attorney or other agent and to the general partner or person withdrawn as a general partner.

      9.  The rights under this section do not extend to a person as transferee, but the rights under subsection 3 of a person withdrawn as a general partner may be exercised by the legal representative of a natural person withdrawn as a general partner under paragraph (b) or (c) of subsection 7 of NRS 87A.445.

      (Added to NRS by 2007, 459)

      NRS 87A.385  General standards of conduct of general partner.

      1.  The only fiduciary duties that a general partner has to the limited partnership and the other partners are the duties of loyalty and care under subsections 2 and 3.

      2.  A general partner’s duty of loyalty to the limited partnership and the other partners is limited to the following:

      (a) To account to the limited partnership and hold as trustee for it any property, profit or benefit derived by the general partner in the conduct and winding up of the limited partnership’s activities or derived from a use by the general partner of limited partnership property, including the appropriation of a limited partnership opportunity;

      (b) To refrain from dealing with the limited partnership in the conduct or winding up of the limited partnership’s activities as or on behalf of a party having an interest adverse to the limited partnership; and

      (c) To refrain from competing with the limited partnership in the conduct or winding up of the limited partnership’s activities.

      3.  A general partner’s duty of care to the limited partnership and the other partners in the conduct and winding up of the limited partnership’s activities is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct or a knowing violation of law.

      4.  A general 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.

      5.  A general partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the general partner’s conduct furthers the general partner’s own interest.

      (Added to NRS by 2007, 460)

CONTRIBUTIONS AND DISTRIBUTIONS

      NRS 87A.390  Form of contribution.  A contribution of a partner may consist of tangible or intangible property or other benefit to the limited partnership, including money, services performed, promissory notes, other agreements to contribute cash or property, and contracts for services to be performed.

      (Added to NRS by 2007, 460)

      NRS 87A.395  Liability for contribution.

      1.  A partner’s obligation to contribute money or other property or other benefit to, or to perform services for, a limited partnership is not excused by the partner’s death, disability or other inability to perform personally.

      2.  If a partner does not make a promised nonmonetary contribution, the partner is obligated at the option of the limited partnership to contribute money equal to that portion of the value, as stated in the required information, of the stated contribution which has not been made.

      3.  The obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all partners. A creditor of a limited partnership which extends credit or otherwise acts in reliance on an obligation described in subsection 1, without notice of any compromise under this subsection, may enforce the original obligation.

      (Added to NRS by 2007, 460)

      NRS 87A.400  Sharing of distributions.  A distribution by a limited partnership must be shared among the partners on the basis of the value, as stated in the required records when the limited partnership decides to make the distribution, of the contributions the limited partnership has received from each partner.

      (Added to NRS by 2007, 461)

      NRS 87A.405  Interim distributions.  A partner does not have a right to any distribution before the dissolution and winding up of the limited partnership unless the limited partnership decides to make an interim distribution.

      (Added to NRS by 2007, 461)

      NRS 87A.410  No distribution on account of withdrawal.  A person does not have a right to receive a distribution on account of withdrawal.

      (Added to NRS by 2007, 461)

      NRS 87A.415  Distribution in kind.  A partner does not have a right to demand or receive any distribution from a limited partnership in any form other than cash. Subject to subsection 2 of NRS 87A.530, a limited partnership may distribute an asset in kind to the extent each partner receives a percentage of the asset equal to the partner’s share of distributions.

      (Added to NRS by 2007, 461)

      NRS 87A.420  Right to distribution.  When a partner or transferee becomes entitled to receive a distribution, the partner or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution. However, the limited partnership’s obligation to make a distribution is subject to offset for any amount owed to the limited partnership by the partner or withdrawn partner on whose account the distribution is made.

      (Added to NRS by 2007, 461)

      NRS 87A.425  Limitations on distribution.

      1.  A limited partnership may not make a distribution in violation of the partnership agreement.

      2.  A limited partnership may not make a distribution if after the distribution:

      (a) The limited partnership would not be able to pay its debts as they become due in the ordinary course of the limited partnership’s activities; or

      (b) The limited partnership’s total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the limited partnership were to be dissolved, wound up and terminated at the time of the distribution, to satisfy the preferential rights upon dissolution, winding up and termination of partners whose preferential rights are superior to those of persons receiving the distribution.

      3.  A limited partnership may base a determination that a distribution is not prohibited under subsection 2 on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances.

      4.  Except as otherwise provided in subsection 7, the effect of a distribution under subsection 2 is measured:

      (a) In the case of distribution by purchase, redemption or other acquisition of a transferable interest in the limited partnership, as of the date money or other property is transferred or debt incurred by the limited partnership; and

      (b) In all other cases, as of the date:

             (1) The distribution is authorized, if the payment occurs within 120 days after that date; or

             (2) The payment is made, if payment occurs more than 120 days after the distribution is authorized.

      5.  A limited partnership’s indebtedness to a partner incurred by reason of a distribution made in accordance with this section is at parity with the limited partnership’s indebtedness to its general, unsecured creditors.

      6.  A limited partnership’s indebtedness, including indebtedness issued in connection with or as part of a distribution, is not considered a liability for purposes of subsection 2 if the terms of the indebtedness provide that payment of principal and interest are made only to the extent that a distribution could then be made to partners under this section.

      7.  If indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is made.

      (Added to NRS by 2007, 461)

      NRS 87A.427  Limitations on distributions applicable to restricted limited partnerships.

      1.  If the limited partnership has elected in its certificate of limited partnership to be a restricted limited partnership pursuant to NRS 87A.235, subject to the provisions of NRS 87A.425, and unless otherwise provided in the certificate of limited partnership, the limited partnership shall not make any distributions to its partners until 10 years after:

      (a) The date of formation of the restricted limited partnership as long as the original certificate of limited partnership elected to be treated as a restricted limited partnership and as long as the limited partnership has remained a restricted limited partnership since the date of formation; or

      (b) The effective date of the amendment to the certificate of limited partnership in which the limited partnership elected to be treated as a restricted limited partnership and as long as the limited partnership has remained a restricted limited partnership since the effective date of the amendment.

      2.  The provisions of this section apply as the default provisions of a restricted limited partnership to the extent the provisions of this section are inconsistent with or add to the other provisions of this chapter and to the extent not otherwise modified in the certificate of limited partnership of the restricted limited partnership.

      (Added to NRS by 2009, 1700)

      NRS 87A.430  Liability for improper distributions.

      1.  A general partner that consents to a distribution made in violation of NRS 87A.425 is personally liable to the limited partnership for the amount of the distribution which exceeds the amount that could have been distributed without the violation if it is established that in consenting to the distribution the general partner failed to comply with NRS 87A.385.

      2.  A partner or transferee that received a distribution knowing that the distribution to that partner or transferee was made in violation of NRS 87A.425 is personally liable to the limited partnership but only to the extent that the distribution received by the partner or transferee exceeded the amount that could have been properly paid under NRS 87A.425.

      3.  A general partner against which an action is commenced under subsection 1 may:

      (a) Implead in the action any other person that is liable under subsection 1 and compel contribution from the person; and

      (b) Implead in the action any person that received a distribution in violation of subsection 2 and compel contribution from the person in the amount the person received in violation of subsection 2.

      4.  An action under this section is barred if it is not commenced within 2 years after the distribution.

      (Added to NRS by 2007, 462)

WITHDRAWAL

      NRS 87A.435  Withdrawal as limited partner.

      1.  A person does not have a right to withdraw as a limited partner before the termination of the limited partnership.

      2.  A person is withdrawn from a limited partnership as a limited partner upon the occurrence of any of the following events:

      (a) The limited partnership’s having notice of the person’s express will to withdraw as a limited partner or on a later date specified by the person;

      (b) An event agreed to in the partnership agreement as causing the person’s withdrawal as a limited partner;

      (c) The person’s expulsion as a limited partner pursuant to the partnership agreement;

      (d) The person’s expulsion as a limited partner by the unanimous consent of the other partners if:

             (1) It is unlawful to carry on the limited partnership’s activities with the person as a limited partner;

             (2) There has been a transfer of all of the person’s transferable interest in the limited partnership, other than a transfer for security purposes, or a court order charging the person’s interest, which has not been foreclosed;

             (3) The person is a corporation and, within 90 days after the limited partnership notifies the person that it will be expelled as a limited partner because it has filed a certificate of dissolution or the equivalent, its charter has been revoked or its right to conduct business has been suspended by the jurisdiction of its incorporation, there is no revocation of the certificate of dissolution or no reinstatement of its charter or its right to conduct business; or

             (4) The person is a limited-liability company or partnership that has been dissolved and whose business is being wound up;

      (e) On application by the limited partnership, the person’s expulsion as a limited partner by judicial order because:

             (1) The person engaged in wrongful conduct that adversely and materially affected the limited partnership’s activities;

             (2) The person willfully or persistently committed a material breach of the partnership agreement or of the obligation of good faith and fair dealing under subsection 2 of NRS 87A.340; or

             (3) The person engaged in conduct relating to the limited partnership’s activities which makes it not reasonably practicable to carry on the activities with the person as limited partner;

      (f) In the case of a person who is a natural person, the person’s death;

      (g) In the case of a person that is a trust or is acting as a limited partner by virtue of being a trustee of a trust, distribution of the trust’s entire transferable interest in the limited partnership, but not merely by reason of the substitution of a successor trustee;

      (h) In the case of a person that is an estate or is acting as a limited partner by virtue of being a personal representative of an estate, distribution of the estate’s entire transferable interest in the limited partnership, but not merely by reason of the substitution of a successor personal representative;

      (i) Termination of a limited partner that is not a natural person, partnership, limited-liability company, corporation, trust or estate; or

      (j) The limited partnership’s participation in a conversion or merger if the limited partnership:

             (1) Is not the converted or surviving entity; or

             (2) Is the converted or surviving entity but, as a result of the conversion or merger, the person ceases to be a limited partner.

      (Added to NRS by 2007, 462)

      NRS 87A.440  Effect of withdrawal as limited partner.

      1.  Upon a person’s withdrawal as a limited partner:

      (a) Subject to NRS 87A.485, the person does not have further rights as a limited partner;

      (b) The person’s obligation of good faith and fair dealing as a limited partner under subsection 2 of NRS 87A.340 continues only as to matters arising and events occurring before the withdrawal; and

      (c) Subject to NRS 87A.485 and the provisions of chapter 92A of NRS, any transferable interest owned by the person in the person’s capacity as a limited partner immediately before withdrawal is owned by the person as a mere transferee.

      2.  A person’s withdrawal as a limited partner does not of itself discharge the person from any obligation to the limited partnership or the other partners which the person incurred while a limited partner.

      (Added to NRS by 2007, 463)

      NRS 87A.445  Withdrawal as general partner.  A person is withdrawn from a limited partnership as a general partner upon the occurrence of any of the following events:

      1.  The limited partnership’s having notice of the person’s express will to withdraw as a general partner or on a later date specified by the person;

      2.  An event agreed to in the partnership agreement as causing the person’s withdrawal as a general partner;

      3.  The person’s expulsion as a general partner pursuant to the partnership agreement;

      4.  The person’s expulsion as a general partner by the unanimous consent of the other partners if:

      (a) It is unlawful to carry on the limited partnership’s activities with the person as a general partner;

      (b) There has been a transfer of all or substantially all of the person’s transferable interest in the limited partnership, other than a transfer for security purposes, or a court order charging the person’s interest, which has not been foreclosed;

      (c) The person is a corporation and, within 90 days after the limited partnership notifies the person that it will be expelled as a general partner because it has filed a certificate of dissolution or the equivalent, its charter has been revoked or its right to conduct business has been suspended by the jurisdiction of its incorporation, there is no revocation of the certificate of dissolution or no reinstatement of its charter or its right to conduct business; or

      (d) The person is a limited-liability company or partnership that has been dissolved and whose business is being wound up;

      5.  On application by the limited partnership, the person’s expulsion as a general partner by judicial determination because:

      (a) The person engaged in wrongful conduct that adversely and materially affected the limited partnership activities;

      (b) The person willfully or persistently committed a material breach of the partnership agreement or of a duty owed to the partnership or the other partners under NRS 87A.385; or

      (c) The person engaged in conduct relating to the limited partnership’s activities which makes it not reasonably practicable to carry on the activities of the limited partnership with the person as a general partner;

      6.  The person’s:

      (a) Becoming a debtor in bankruptcy;

      (b) Execution of an assignment for the benefit of creditors;

      (c) Seeking, consenting to or acquiescing in the appointment of a trustee, receiver or liquidator of the person or of all or substantially all of the person’s property; or

      (d) Failure, within 90 days after the appointment, to have vacated or stayed the appointment of a trustee, receiver or liquidator of the general partner or of all or substantially all of the person’s property obtained without the person’s consent or acquiescence, or failing within 90 days after the expiration of a stay to have the appointment vacated;

      7.  In the case of a person who is a natural person:

      (a) The person’s death;

      (b) The appointment of a guardian or general conservator for the person; or

      (c) A judicial determination that the person has otherwise become incapable of performing the person’s duties as a general partner under the partnership agreement;

      8.  In the case of a person that is a trust or is acting as a general partner by virtue of being a trustee of a trust, distribution of the trust’s entire transferable interest in the limited partnership, but not merely by reason of the substitution of a successor trustee;

      9.  In the case of a person that is an estate or is acting as a general partner by virtue of being a personal representative of an estate, distribution of the estate’s entire transferable interest in the limited partnership, but not merely by reason of the substitution of a successor personal representative;

      10.  Termination of a general partner that is not a natural person, partnership, limited-liability company, corporation, trust or estate; or

      11.  The limited partnership’s participation in a conversion or merger under chapter 92A of NRS, if the limited partnership:

      (a) Is not the converted or surviving entity; or

      (b) Is the converted or surviving entity but, as a result of the conversion or merger, the person ceases to be a general partner.

      (Added to NRS by 2007, 464)

      NRS 87A.450  Power of person to withdraw as general partner; wrongful withdrawal.

      1.  A person has the power to withdraw as a general partner at any time, rightfully or wrongfully, by express will pursuant to subsection 1 of NRS 87A.445.

      2.  A person’s withdrawal as a general partner is wrongful only if:

      (a) It is in breach of an express provision of the partnership agreement; or

      (b) It occurs before the termination of the limited partnership, and:

             (1) The person withdraws as a general partner by express will;

             (2) The person is expelled as a general partner by judicial determination under subsection 5 of NRS 87A.445;

             (3) The person is withdrawn as a general partner by becoming a debtor in bankruptcy; or

             (4) In the case of a person that is not a natural person, a trust other than a business trust or an estate, the person is expelled or otherwise withdrawn as a general partner because it willfully dissolved or terminated.

      3.  A person that wrongfully withdraws as a general partner is liable to the limited partnership and, subject to NRS 87A.660, to the other partners for damages caused by the withdrawal. The liability is in addition to any other obligation of the general partner to the limited partnership or to the other partners.

      (Added to NRS by 2007, 465)

      NRS 87A.455  Effect of withdrawal as general partner.

      1.  Upon a person’s withdrawal as a general partner:

      (a) The person’s right to participate as a general partner in the management and conduct of the partnership’s activities terminates;

      (b) The person’s duty of loyalty as a general partner under paragraph (c) of subsection 2 of NRS 87A.385 terminates;

      (c) The person’s duty of loyalty as a general partner under paragraphs (a) and (b) of subsection 2 of NRS 87A.385 and duty of care under subsection 3 of NRS 87A.385 continue only with regard to matters arising and events occurring before the person’s withdrawal as a general partner;

      (d) The person may sign and deliver to the Secretary of State for filing a certificate of withdrawal pertaining to the person and, at the request of the limited partnership, shall sign an amendment to the certificate of limited partnership which states that the person has withdrawn; and

      (e) Subject to NRS 87A.485 and the provisions of chapter 92A of NRS, any transferable interest owned by the person immediately before withdrawal in the person’s capacity as a general partner is owned by the person as a mere transferee.

      2.  A person’s withdrawal as a general partner does not of itself discharge the person from any obligation to the limited partnership or the other partners which the person incurred while a general partner.

      (Added to NRS by 2007, 465)

      NRS 87A.460  Power to bind and liability to limited partnership before dissolution of partnership of person withdrawn as general partner.

      1.  After a person is withdrawn as a general partner and before the limited partnership is dissolved, converted under chapter 92A of NRS or merged out of existence under chapter 92A of NRS, the limited partnership is bound by an act of the person only if:

      (a) The act would have bound the limited partnership under NRS 87A.355 before the withdrawal; and

      (b) At the time the other party enters into the transaction:

             (1) Less than 2 years has passed since the withdrawal; and

             (2) The other party does not have notice of the withdrawal and reasonably believes that the person is a general partner.

      2.  If a limited partnership is bound under subsection 1, the person withdrawn as a general partner which caused the limited partnership to be bound is liable:

      (a) To the limited partnership for any damage caused to the limited partnership arising from the obligation incurred under subsection 1; and

      (b) If a general partner or another person withdrawn as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability.

      (Added to NRS by 2007, 466)

      NRS 87A.465  Liability to other persons of person withdrawn as general partner.

      1.  A person’s withdrawal as a general partner does not of itself discharge the person’s liability as a general partner for an obligation of the limited partnership incurred before withdrawal. Except as otherwise provided in subsections 2 and 3, the person is not liable for a limited partnership’s obligation incurred after withdrawal.

      2.  A person whose withdrawal as a general partner resulted in a dissolution and winding up of the limited partnership’s activities is liable to the same extent as a general partner under NRS 87A.365 on an obligation incurred by the limited partnership under NRS 87A.505.

      3.  A person that has withdrawn as a general partner but whose withdrawal did not result in a dissolution and winding up of the limited partnership’s activities is liable on a transaction entered into by the limited partnership after the withdrawal only if:

      (a) A general partner would be liable on the transaction; and

      (b) At the time the other party enters into the transaction:

             (1) Less than 2 years has passed since the withdrawal; and

             (2) The other party does not have notice of the withdrawal and reasonably believes that the person is a general partner.

      4.  By agreement with a creditor of a limited partnership and the limited partnership, a person withdrawn as a general partner may be released from liability for an obligation of the limited partnership.

      5.  A person withdrawn as a general partner is released from liability for an obligation of the limited partnership if the limited partnership’s creditor, with notice of the person’s withdrawal as a general partner but without the person’s consent, agrees to a material alteration in the nature or time of payment of the obligation.

      (Added to NRS by 2007, 466)

TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS

      NRS 87A.470  Transferable interest of partner.  The only interest of a partner which is transferable is the partner’s transferable interest. A transferable interest is personal property.

      (Added to NRS by 2007, 467)

      NRS 87A.475  Transfer of transferable interest of partner.

      1.  A transfer, in whole or in part, of a partner’s transferable interest:

      (a) Is permissible;

      (b) Does not by itself cause the partner’s withdrawal or a dissolution and winding up of the limited partnership’s activities; and

      (c) Does not, as against the other partners or the limited partnership, entitle the transferee to participate in the management or conduct of the limited partnership’s activities, to require access to information concerning the limited partnership’s transactions except as otherwise provided in subsection 3, or to inspect or copy the required information or the limited partnership’s other records.

      2.  A transferee has a right to receive, in accordance with the transfer:

      (a) Distributions to which the transferor would otherwise be entitled; and

      (b) Upon the dissolution and winding up of the limited partnership’s activities the net amount otherwise distributable to the transferor.

      3.  In a dissolution and winding up, a transferee is entitled to an account of the limited partnership’s transactions only from the date of dissolution.

      4.  Upon transfer, the transferor retains the rights of a partner other than the interest in distributions transferred and retains all duties and obligations of a partner.

      5.  A limited partnership need not give effect to a transferee’s rights under this section until the limited partnership has notice of the transfer.

      6.  A transfer of a partner’s transferable interest in the limited partnership in violation of a restriction on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer.

      7.  A transferee that becomes a partner with respect to a transferable interest is liable for the transferor’s obligations under NRS 87A.395 and 87A.430. However, the transferee is not obligated for liabilities unknown to the transferee at the time the transferee became a partner.

      (Added to NRS by 2007, 467)

      NRS 87A.480  Rights and remedies of creditor of partner.

      1.  On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the partner with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the partnership interest.

      2.  This section:

      (a) Provides the exclusive remedy by which a judgment creditor of a partner or an assignee of a partner may satisfy a judgment out of the partnership interest of the judgment debtor. No other remedy, including, without limitation, foreclosure on the partner’s partnership interest or a court order for directions, accounts and inquiries that the debtor or partner might have made, is available to the judgment creditor attempting to satisfy the judgment out of the judgment debtor’s interest in the limited partnership, and no other remedy may be ordered by a court.

      (b) Does not deprive any partner of the benefit of any exemption laws applicable to the partnership interest of the partner.

      (c) Does not supersede any written agreement between a partner and creditor if the written agreement does not conflict with the partnership’s certificate of limited partnership or partnership agreement.

      (Added to NRS by 2007, 467; A 2011, 2803)

      NRS 87A.485  Power of estate of deceased partner.  If a partner dies, the deceased partner’s personal representative or other legal representative may exercise the rights of a transferee as provided in NRS 87A.475 and, for the purposes of settling the estate, may exercise the rights of a current limited partner under NRS 87A.335.

      (Added to NRS by 2007, 468)

DISSOLUTION

      NRS 87A.490  Nonjudicial dissolution.  Except as otherwise provided in NRS 87A.495, a limited partnership is dissolved, and its activities must be wound up, only upon the occurrence of any of the following:

      1.  The happening of an event specified in the partnership agreement;

      2.  The consent of all general partners and of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective;

      3.  After the withdrawal of a person as a general partner:

      (a) If the limited partnership has at least one remaining general partner, the consent to dissolve the limited partnership given within 90 days after the withdrawal by partners owning a majority of the rights to receive distributions as partners at the time the consent is to be effective; or

      (b) If the limited partnership does not have a remaining general partner, the passage of 90 days after the withdrawal, unless before the end of the period:

             (1) Consent to continue the activities of the limited partnership and admit at least one general partner is given by limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective; and

             (2) At least one person is admitted as a general partner in accordance with the consent; or

      4.  The passage of 90 days after the withdrawal of the limited partnership’s last limited partner, unless before the end of the period the limited partnership admits at least one limited partner.

      (Added to NRS by 2007, 468)

      NRS 87A.495  Judicial dissolution.  On application by a partner, the district court may order dissolution of a limited partnership if it is not reasonably practicable to carry on the activities of the limited partnership in conformity with the partnership agreement.

      (Added to NRS by 2007, 468)

      NRS 87A.500  Winding up.

      1.  A limited partnership continues after dissolution only for the purpose of winding up its activities.

      2.  In winding up its activities, the limited partnership:

      (a) May amend its certificate of limited partnership to state that the limited partnership is dissolved, preserve the limited partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal or administrative, transfer the limited partnership’s property, settle disputes by mediation or arbitration, file a certificate of cancellation as provided in NRS 87A.245 and perform other necessary acts; and

      (b) Shall discharge the limited partnership’s liabilities, settle and close the limited partnership’s activities and marshal and distribute the assets of the partnership.

      3.  If a dissolved limited partnership does not have a general partner, a person to wind up the dissolved limited partnership’s activities may be appointed by the consent of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective. A person appointed under this subsection:

      (a) Has the powers of a general partner under NRS 87A.505; and

      (b) Shall promptly amend the certificate of limited partnership to state:

             (1) That the limited partnership does not have a general partner;

             (2) The name of the person that has been appointed to wind up the limited partnership; and

             (3) The street and mailing address of the person.

      4.  On the application of any partner, the district court may order judicial supervision of the winding up, including the appointment of a person to wind up the dissolved limited partnership’s activities, if:

      (a) A limited partnership does not have a general partner and within a reasonable time following the dissolution no person has been appointed pursuant to subsection 3; or

      (b) The applicant establishes other good cause.

      (Added to NRS by 2007, 469)

      NRS 87A.505  Power of general partner and person withdrawn as general partner to bind partnership after dissolution.

      1.  A limited partnership is bound by a general partner’s act after dissolution which:

      (a) Is appropriate for winding up the limited partnership’s activities; or

      (b) Would have bound the limited partnership under NRS 87A.355 before dissolution, if, at the time the other party enters into the transaction, the other party does not have notice of the dissolution.

      2.  A person withdrawn as a general partner binds a limited partnership through an act occurring after dissolution if:

      (a) At the time the other party enters into the transaction:

             (1) Less than 2 years has passed since the withdrawal; and

             (2) The other party does not have notice of the withdrawal and reasonably believes that the person is a general partner; and

      (b) The act:

             (1) Is appropriate for winding up the limited partnership’s activities; or

             (2) Would have bound the limited partnership under NRS 87A.355 before dissolution and at the time the other party enters into the transaction the other party does not have notice of the dissolution.

      (Added to NRS by 2007, 469)

      NRS 87A.510  Liability after dissolution of general partner and person withdrawn as general partner to limited partnership, other general partners and persons withdrawn as general partner.

      1.  If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under subsection 1 of NRS 87A.505 by an act that is not appropriate for winding up the partnership’s activities, the general partner is liable:

      (a) To the limited partnership for any damage caused to the limited partnership arising from the obligation; and

      (b) If another general partner or a person withdrawn as a general partner is liable for the obligation, to that other general partner or person for any damage caused to that other general partner or person arising from the liability.

      2.  If a person withdrawn as a general partner causes a limited partnership to incur an obligation under subsection 2 of NRS 87A.505, the person is liable:

      (a) To the limited partnership for any damage caused to the limited partnership arising from the obligation; and

      (b) If a general partner or another person withdrawn as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability.

      (Added to NRS by 2007, 470)

      NRS 87A.515  Known claims against dissolved limited partnership.

      1.  A dissolved limited partnership may dispose of the known claims against it by following the procedure described in subsection 2.

      2.  A dissolved limited partnership may notify its known claimants of the dissolution in a record. The notice must:

      (a) Specify the information required to be included in a claim;

      (b) Provide a mailing address to which the claim is to be sent;

      (c) State the deadline for receipt of the claim, which may not be less than 120 days after the date the notice is received by the claimant;

      (d) State that the claim will be barred if not received by the deadline; and

      (e) Unless the limited partnership has been throughout its existence a registered limited-liability limited partnership, state that the barring of a claim against the limited partnership will also bar any corresponding claim against any general partner or person withdrawn as a general partner which is based on NRS 87A.365.

      3.  A claim against a dissolved limited partnership is barred if the requirements of subsection 2 are met and:

      (a) The claim is not received by the specified deadline; or

      (b) In the case of a claim that is timely received but rejected by the dissolved limited partnership, the claimant does not commence an action to enforce the claim against the limited partnership within 90 days after the receipt of the notice of the rejection.

      4.  This section does not apply to a claim based on an event occurring after the effective date of dissolution or a liability that is contingent on that date.

      (Added to NRS by 2007, 470)

      NRS 87A.520  Other claims against dissolved limited partnership.

      1.  A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the limited partnership to present them in accordance with the notice.

      2.  The notice must:

      (a) Be published at least once in a newspaper of general circulation in the county in which the dissolved limited partnership’s principal office is located or, if it has none in this State, in the county in which the limited partnership’s designated office is or was last located;

      (b) Describe the information required to be contained in a claim and provide a mailing address to which the claim is to be sent;

      (c) State that a claim against the limited partnership is barred unless an action to enforce the claim is commenced within 5 years after publication of the notice; and

      (d) Unless the limited partnership has been throughout its existence a registered limited-liability limited partnership, state that the barring of a claim against the limited partnership will also bar any corresponding claim against any general partner or person withdrawn as a general partner which is based on NRS 87A.365.

      3.  If a dissolved limited partnership publishes a notice in accordance with subsection 2, the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the dissolved limited partnership within 5 years after the publication date of the notice:

      (a) A claimant that did not receive notice in a record under NRS 87A.515;

      (b) A claimant whose claim was timely sent to the dissolved limited partnership but not acted on; and

      (c) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.

      4.  A claim not barred under this section may be enforced:

      (a) Against the dissolved limited partnership, to the extent of its undistributed assets;

      (b) If the assets have been distributed in liquidation, against a partner or transferee to the extent of that person’s proportionate share of the claim or the limited partnership’s assets distributed to the partner or transferee in liquidation, whichever is less, but a person’s total liability for all claims under this paragraph does not exceed the total amount of assets distributed to the person as part of the winding up of the dissolved limited partnership; or

      (c) Against any person liable on the claim under NRS 87A.365.

      (Added to NRS by 2007, 470)

      NRS 87A.525  Liability of general partner and person withdrawn as general partner when claim against limited partnership barred.  If a claim against a dissolved limited partnership is barred under NRS 87A.515 or 87A.520, any corresponding claim under NRS 87A.365 is also barred.

      (Added to NRS by 2007, 471)

      NRS 87A.530  Disposition of assets; when contributions are required.

      1.  In winding up a limited partnership’s activities, the assets of the limited partnership, including the contributions required by this section, must be applied to satisfy the limited partnership’s obligations to creditors, including, to the extent permitted by law, partners that are creditors.

      2.  Any surplus remaining after the limited partnership complies with subsection 1 must be paid in cash as a distribution.

      3.  If a limited partnership’s assets are insufficient to satisfy all of its obligations under subsection 1, with respect to each unsatisfied obligation incurred when the limited partnership was not a limited-liability limited partnership, the following rules apply:

      (a) Each person that was a general partner when the obligation was incurred and that has not been released from the obligation under NRS 87A.465 shall contribute to the limited partnership for the purpose of enabling the limited partnership to satisfy the obligation. The contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those persons when the obligation was incurred.

      (b) If a person does not contribute the full amount required under paragraph (a) with respect to an unsatisfied obligation of the limited partnership, the other persons required to contribute by paragraph (a) on account of the obligation shall contribute the additional amount necessary to discharge the obligation. The additional contribution due from each of those other persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those other persons when the obligation was incurred.

      (c) If a person does not make the additional contribution required by paragraph (b), further additional contributions are determined and due in the same manner as provided in that paragraph.

      4.  A person that makes an additional contribution under paragraph (b) or (c) of subsection 3 may recover from any person whose failure to contribute under paragraph (a) or (b) of subsection 3 necessitated the additional contribution. A person may not recover under this subsection more than the amount additionally contributed. A person’s liability under this subsection may not exceed the amount the person failed to contribute.

      5.  The estate of a deceased natural person is liable for the person’s obligations under this section.

      6.  An assignee for the benefit of creditors of a limited partnership or a partner, or a person appointed by a court to represent creditors of a limited partnership or a partner, may enforce a person’s obligation to contribute under subsection 3.

      (Added to NRS by 2007, 471)

FOREIGN LIMITED PARTNERSHIPS

      NRS 87A.535  Governing law.  Subject to the Constitution of this State:

      1.  The laws of the state or jurisdiction under which a foreign limited partnership is organized govern its organization, internal affairs and the liability of its limited partners.

      2.  A foreign limited partnership may not be denied registration by reason of any difference between those laws and the laws of this State.

      (Added to NRS by 2007, 472; A 2009, 1705)

      NRS 87A.540  Filing requirements; prohibition against registration for certain illegal purposes; required provisions of application for registration.

      1.  Before transacting business in this State, a foreign limited partnership shall register with the Secretary of State. A person shall not register a foreign limited partnership with the Secretary of State for any illegal purpose or with the fraudulent intent to conceal any business activity, or lack thereof, from another person or a governmental agency.

      2.  In order to register, a foreign limited partnership shall submit to the Secretary of State an application for registration as a foreign limited partnership, signed by a general partner. The application for registration must set forth:

      (a) The name of the foreign limited partnership and, if different, the name under which it proposes to register and transact business in this State;

      (b) The state or jurisdiction under whose law the foreign limited partnership is organized and the date of its organization;

      (c) The information required pursuant to NRS 77.310;

      (d) A statement that the Secretary of State is appointed the agent of the foreign limited partnership for service of process if the registered agent’s authority has been revoked or if the registered agent cannot be found or served with the exercise of reasonable diligence;

      (e) The address of the office required to be maintained in the state or jurisdiction of its organization by the laws of that state or jurisdiction or, if not so required, of the principal office of the foreign limited partnership;

      (f) The name and business address of each general partner; and

      (g) The address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions, together with an undertaking by the foreign limited partnership to keep those records until the foreign limited partnership’s registration in this State is cancelled or withdrawn.

      (Added to NRS by 2007, 472; A 2011, 98; 2013, 875)

      NRS 87A.545  Issuance of certificate of registration by Secretary of State.

      1.  If the Secretary of State finds that an application for registration filed by a foreign limited partnership conforms to law and all requisite fees have been paid, the Secretary of State shall issue a certificate of registration to transact business in this State and mail it to the person who filed the application or the person’s representative.

      2.  A certificate of registration does not authorize a foreign limited partnership to engage in any business or exercise any power that a limited partnership may not engage in or exercise in this State.

      (Added to NRS by 2007, 473)

      NRS 87A.550  Registration of name.  Except as otherwise provided in NRS 87A.655, a foreign limited partnership may register with the Secretary of State under any name, whether or not it is the name under which it is registered in its state or jurisdiction of organization, that contains the words “limited partnership” or the abbreviations “L.P.” or “LP” and that could be registered by a domestic limited partnership.

      (Added to NRS by 2007, 473; A 2009, 1705; 2011, 99)

      NRS 87A.555  Amendments to application for registration.  If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign limited partnership shall promptly file in the Office of the Secretary of State a certificate, signed and sworn to by a general partner, correcting such statement.

      (Added to NRS by 2007, 473)

      NRS 87A.560  Annual list: Filing requirements; fees; powers and duties of Secretary of State; regulations.

      1.  Each foreign limited partnership doing business in this State shall, on or before the last day of the first month after the filing of its application for registration as a foreign limited partnership with the Secretary of State or, if the foreign limited partnership has selected an alternative due date pursuant to subsection 9, on or before that alternative due date, and annually thereafter on or before the last day of the month in which the anniversary date of its qualification to do business in this State occurs in each year or, if applicable, on or before the last day of the month in which the anniversary date of the alternative due date occurs in each year, file with the Secretary of State a list, on a form furnished by the Secretary of State, that contains:

      (a) The name of the foreign limited partnership;

      (b) The file number of the foreign limited partnership, if known;

      (c) The names of all its general partners;

      (d) The address, either residence or business, of each general partner; and

      (e) The signature of a general partner of the foreign limited partnership, or some other person specifically authorized by the foreign limited partnership to sign the list, certifying that the list is true, complete and accurate.

      2.  Each list filed pursuant to this section must be accompanied by a declaration under penalty of perjury that:

      (a) The foreign limited partnership has complied with the provisions of chapter 76 of NRS;

      (b) The foreign limited partnership acknowledges that pursuant to NRS 239.330, it is a category C felony to knowingly offer any false or forged instrument for filing in the Office of the Secretary of State; and

      (c) None of the general partners identified in the list has been identified in the list with the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of a general partner in furtherance of any unlawful conduct.

      3.  Upon filing:

      (a) The initial list required by this section, the foreign limited partnership shall pay to the Secretary of State a fee of $125.

      (b) Each annual list required by this section, the foreign limited partnership shall pay to the Secretary of State a fee of $125.

      4.  If a general partner of a foreign limited partnership resigns and the resignation is not reflected on the annual or amended list of general partners, the foreign limited partnership or the resigning general partner shall pay to the Secretary of State a fee of $75 to file the resignation of the general partner.

      5.  The Secretary of State shall, 90 days before the last day for filing each annual list required by subsection 1, provide to each foreign limited partnership, which is required to comply with the provisions of NRS 87A.560 to 87A.600, inclusive, and which has not become delinquent, a notice of the fee due pursuant to subsection 3 and a reminder to file the list required pursuant to subsection 1. Failure of any foreign limited partnership to receive a notice does not excuse it from the penalty imposed by the provisions of NRS 87A.560 to 87A.600, inclusive.

      6.  If the list to be filed pursuant to the provisions of subsection 1 is defective or the fee required by subsection 3 is not paid, the Secretary of State may return the list for correction or payment.

      7.  An annual list for a foreign limited partnership not in default which is received by the Secretary of State more than 90 days before its due date shall be deemed an amended list for the previous year and does not satisfy the requirements of subsection 1 for the year to which the due date is applicable.

      8.  A person who files with the Secretary of State a list required by this section which identifies a general partner with the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of a general partner in furtherance of any unlawful conduct is subject to the penalty set forth in NRS 225.084.

      9.  The Secretary of State may allow a foreign limited partnership to select an alternative due date for filing the initial list required by this section.

      10.  The Secretary of State may adopt regulations to administer the provisions of subsection 9.

      (Added to NRS by 2007, 473; A 2009, 2041, 2847; 2013, 875)

      NRS 87A.565  Additional filing requirements for certain partnerships: Criteria; statement; fees.

      1.  At the time of submitting any list required pursuant to NRS 87A.560, a foreign limited partnership that meets the criteria set forth in subsection 2 must submit:

      (a) The statement required pursuant to subsection 3, accompanied by a declaration under penalty of perjury attesting that the statement does not contain any material misrepresentation of fact; and

      (b) A fee of $100,000, to be distributed in the manner provided pursuant to subsection 4.

      2.  A foreign limited partnership must submit a statement pursuant to this section if the foreign limited partnership, including its parent and all subsidiaries:

      (a) Holds 25 percent or more of the share of the market within this State for any product sold or distributed by the foreign limited partnership within this State; and

      (b) Has had, during the previous 5-year period, a total of five or more investigations commenced against the foreign limited partnership, its parent or its subsidiaries in any jurisdiction within the United States, including all state and federal investigations:

             (1) Which concern any alleged contract, combination or conspiracy in restraint of trade, as described in subsection 1 of NRS 598A.060, or which concern similar activities prohibited by a substantially similar law of another jurisdiction; and

             (2) Which resulted in the foreign limited partnership being fined or otherwise penalized or which resulted in the foreign limited partnership being required to divest any holdings or being unable to acquire any holdings as a condition for the settlement, dismissal or resolution of those investigations.

      3.  A foreign limited partnership that meets the criteria set forth in subsection 2 shall submit a statement which includes the following information with respect to each investigation:

      (a) The jurisdiction in which the investigation was commenced.

      (b) A summary of the nature of the investigation and the facts and circumstances surrounding the investigation.

      (c) If the investigation resulted in criminal or civil litigation, a copy of all pleadings filed in the investigation by any party to the litigation.

      (d) A summary of the outcome of the investigation, including specific information concerning whether any fine or penalty was imposed against the foreign limited partnership and whether the foreign limited partnership was required to divest any holdings or was unable to acquire any holdings as a condition for the settlement, dismissal or resolution of the investigation.

      4.  The fee collected pursuant to subsection 1 must be deposited in the Attorney General’s Administration Budget Account and used solely for the purpose of investigating any alleged contract, combination or conspiracy in restraint of trade, as described in subsection 1 of NRS 598A.060.

      (Added to NRS by 2007, 474)

      NRS 87A.570  Certificate of authorization to transact business.  If a foreign limited partnership has filed the initial or annual list in compliance with NRS 87A.560 and has paid the appropriate fee for the filing, the cancelled check or other proof of payment received by the foreign limited partnership constitutes a certificate authorizing it to transact its business within this State until the last day of the month in which the anniversary of its qualification to transact business occurs in the next succeeding calendar year.

      (Added to NRS by 2007, 475)

      NRS 87A.575  Addresses of general partners required; failure to file.

      1.  Each list required to be filed under the provisions of NRS 87A.560 to 87A.600, inclusive, must, after the name of each general partner listed thereon, set forth the address, either residence or business, of each general partner.

      2.  If the addresses are not stated for each person on any list offered for filing, the Secretary of State may refuse to file the list, and the foreign limited partnership for which the list has been offered for filing is subject to all the provisions of NRS 87A.560 to 87A.600, 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 2007, 475; A 2009, 1705)

      NRS 87A.580  List or statement to be maintained at registered office or principal place of business; requirement to assist in criminal investigation; failure to comply; regulations.

      1.  A foreign limited partnership shall maintain at its registered office or principal place of business in this State:

      (a) A current list of each general partner; or

      (b) A statement indicating where such a list is maintained.

      2.  Upon the request of the Secretary of State, the foreign limited partnership shall:

      (a) Provide the Secretary of State with the name and contact information of the custodian of the list described in subsection 1. The information required pursuant to this paragraph shall be kept confidential by the Secretary of State.

      (b) Provide written notice to the Secretary of State within 10 days after any change in the information contained in the list described in subsection 1.

      3.  Upon the request of any law enforcement agency in the course of a criminal investigation, the Secretary of State may require a foreign limited partnership to:

      (a) Submit to the Secretary of State, within 3 business days, a copy of the list required to be maintained pursuant to subsection 1; or

      (b) Answer any interrogatory submitted by the Secretary of State that will assist in the criminal investigation.

      4.  If a foreign limited partnership fails to comply with any requirement pursuant to subsection 3, the Secretary of State may take any action necessary, including, without limitation, the suspension or revocation of the certificate authorizing the foreign limited partnership to transact business in this State.

      5.  The Secretary of State shall not reinstate or revive a certificate authorizing a foreign limited partnership to transact business in this State that was revoked or suspended pursuant to subsection 4 unless:

      (a) The foreign limited partnership complies with the requirements of subsection 3; or

      (b) The law enforcement agency conducting the investigation advises the Secretary of State to reinstate or revive the certificate authorizing the foreign limited partnership to transact business in this State.

      6.  The Secretary of State may adopt regulations to administer the provisions of this section.

      (Added to NRS by 2007, 1347; A 2009, 2848)

      NRS 87A.585  Defaulting partnerships: Identification; forfeiture of right to transact business; penalty.

      1.  Each foreign limited partnership which is required to make a filing and pay the fee prescribed in NRS 87A.560 to 87A.600, inclusive, and which refuses or neglects to do so within the time provided is in default.

      2.  For default there must be added to the amount of the fee a penalty of $75 and unless the filing is made and the fee and penalty are paid on or before the last day of the month in which the anniversary date of the foreign limited partnership occurs, the defaulting foreign limited partnership by reason of its default forfeits its right to transact any business within this State. The fee and penalty must be collected as provided in this chapter.

      (Added to NRS by 2007, 475)

      NRS 87A.590  Defaulting partnerships: Duties of Secretary of State.

      1.  The Secretary of State shall notify, by providing written notice to its registered agent, each foreign limited partnership deemed in default pursuant to NRS 87A.585. The written notice:

      (a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid.

      (b) At the request of the registered agent, may be provided electronically.

      2.  Immediately after the last day of the month in which the anniversary date of the filing of the certificate of limited partnership occurs, the Secretary of State shall compile a complete list containing the names of all foreign limited partnerships whose right to transact business has been forfeited.

      3.  The Secretary of State shall notify, by providing written notice to its registered agent, each foreign limited partnership specified in subsection 2 of the forfeiture of its right to transact business. The written notice:

      (a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid.

      (b) At the request of the registered agent, may be provided electronically.

      (Added to NRS by 2007, 476)

      NRS 87A.595  Defaulting partnerships: Conditions and procedure for reinstatement.

      1.  Except as otherwise provided in subsections 3 and 4 and NRS 87A.580, the Secretary of State shall reinstate a foreign limited partnership which has forfeited or which forfeits its right to transact business under the provisions of this chapter and shall restore to the foreign limited partnership its right to transact business in this State, and to exercise its privileges and immunities, if it:

      (a) Files with the Secretary of State:

             (1) The list required by NRS 87A.560;

             (2) The statement required by NRS 87A.565, if applicable;

             (3) The information required pursuant to NRS 77.310; and

             (4) A declaration under penalty of perjury, on a form provided by the Secretary of State, that the reinstatement is authorized by a court of competent jurisdiction in this State or by the duly selected general partners of the foreign limited partnership; and

      (b) Pays to the Secretary of State:

             (1) The filing fee and penalty set forth in NRS 87A.560 and 87A.585 for each year or portion thereof that its right to transact business was forfeited;

             (2) The fee set forth in NRS 87A.565, if applicable; and

             (3) A fee of $300 for reinstatement.

      2.  When the Secretary of State reinstates the foreign limited partnership, the Secretary of State shall issue to the foreign limited partnership a certificate of reinstatement if the foreign limited partnership:

      (a) Requests a certificate of reinstatement; and

      (b) Pays the required fees pursuant to NRS 87A.315.

      3.  The Secretary of State shall not order a reinstatement unless all delinquent fees and penalties have been paid and the revocation of the right to transact business occurred only by reason of failure to pay the fees and penalties.

      4.  If the right of a foreign limited partnership to transact business in this State has been forfeited pursuant to the provisions of this chapter and has remained forfeited for a period of 5 consecutive years, the right is not subject to reinstatement.

      5.  A reinstatement pursuant to this section relates back to the date on which the foreign limited partnership forfeited its right to transact business under the provisions of this chapter and reinstates the foreign limited partnership’s right to transact business as if such right had at all times remained in full force and effect.

      (Added to NRS by 2007, 476; A 2007, 1347; 2009, 1705; 2013, 876)

      NRS 87A.600  Defaulting partnerships: Reinstatement under old or new name; regulations.

      1.  Except as otherwise provided in subsection 2, if a foreign limited partnership applies to reinstate its certificate of registration and its name has been legally reserved or acquired by another artificial person formed, organized, registered or qualified pursuant to the provisions of this title whose name is on file with the Office of the Secretary of State or reserved in the Office of the Secretary of State pursuant to the provisions of this title, the foreign limited partnership must in its application for reinstatement submit in writing to the Secretary of State some other name under which it desires its existence to be reinstated. If that name is distinguishable from all other names reserved or otherwise on file, the Secretary of State shall reinstate the foreign limited partnership under that new name.

      2.  If the applying foreign limited partnership submits the written, acknowledged consent of the artificial person having a name, or the person who has reserved a name, which is not distinguishable from the old name of the applying foreign limited partnership or a new name it has submitted, it may be reinstated under that name.

      3.  For the purposes of this section, a proposed name is not distinguishable from a name on file or reserved solely because one or the other contains distinctive lettering, a distinctive mark, a trademark or a trade name, or any combination thereof.

      4.  The Secretary of State may adopt regulations that interpret the requirements of this section.

      (Added to NRS by 2007, 477)

      NRS 87A.605  Cancellation of registration.

      1.  A foreign limited partnership may cancel its registration by filing with the Secretary of State a certificate of cancellation signed by a general partner. The certificate must set forth:

      (a) The name of the foreign limited partnership;

      (b) The reason for filing the certificate of cancellation;

      (c) The effective date and time of the cancellation if other than the time of the filing of the certificate with the Secretary of State, which date must not be more than 90 days after the date on which the certificate is filed; and

      (d) Any other information deemed necessary by the general partners of the partnership.

Ê A cancellation does not terminate the authority of the Secretary of State to accept service of process on the foreign limited partnership with respect to causes of action arising out of the transactions of business in this State.

      2.  If a certificate filed pursuant to subsection 1 specifies a later effective date but does not specify an effective time, the cancellation of the registration is effective at 12:01 a.m. in the Pacific time zone on the specified later date.

      (Added to NRS by 2007, 477; A 2011, 2804)

      NRS 87A.610  Penalty for transacting business without registration; enforcement; regulations.

      1.  Every foreign limited partnership transacting business in this State which willfully fails or neglects to register with the Secretary of State in accordance with the provisions of NRS 87A.540 or 88.575 is subject to a fine of not less than $1,000 but not more than $10,000, to be recovered in a court of competent jurisdiction.

      2.  Every foreign limited partnership transacting business in this State which fails or neglects to register with the Secretary of State in accordance with the provisions of NRS 87A.540 or 88.575 may not commence or maintain any action, suit or proceeding in any court of this State until it has registered with the Secretary of State.

      3.  The failure of a foreign limited partnership to register with the Secretary of State does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action, suit or proceeding in any court of this State.

      4.  When the Secretary of State is advised that a foreign limited partnership is subject to the fine described in subsection 1, the Secretary of State may, as soon as practicable, refer the matter to the district attorney of the county where the foreign limited partnership has its principal place of business or the Attorney General, or both, for a determination of whether to institute proceedings to recover any applicable fine provided for in this section. The district attorney of the county where the foreign limited partnership has its principal place of business or the Attorney General may institute and prosecute the appropriate proceedings to recover the fine. If the district attorney or the Attorney General prevails in a proceeding to recover a fine pursuant to this section, the district attorney or the Attorney General is entitled to recover the costs of the proceeding, including, without limitation, the cost of any investigation and reasonable attorney’s fees.

      5.  In the course of an investigation of a violation of this section, the Secretary of State may require a foreign limited partnership to answer any interrogatory submitted by the Secretary of State that will assist in the investigation.

      6.  A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of having transacted business in this State without registration.

      7.  A foreign limited partnership, by transacting business in this State without registering with the Secretary of State, appoints the Secretary of State as its agent for service of process with respect to causes of action arising out of the transaction of business in this State.

      8.  The Secretary of State may adopt regulations to administer the provisions of this section.

      (Added to NRS by 2007, 477; A 2009, 1706; 2013, 877)

      NRS 87A.615  Activities not constituting transaction of business.

      1.  For the purposes of NRS 87A.535 to 87A.625, inclusive, the following activities do not constitute transacting business in this State:

      (a) Maintaining, defending or settling any proceeding;

      (b) Holding meetings of the managers or members or carrying on other activities concerning internal company affairs;

      (c) Maintaining accounts in banks or credit unions;

      (d) Maintaining offices or agencies for the transfer, exchange and registration of the company’s own securities or maintaining trustees or depositaries with respect to those securities;

      (e) Making sales through independent contractors;

      (f) Soliciting or receiving orders outside this State through or in response to letters, circulars, catalogs or other forms of advertising, accepting those orders outside this State and filling them by shipping goods into this State;

      (g) Creating or acquiring indebtedness, mortgages and security interests in real or personal property;

      (h) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts;

      (i) Owning, without more, real or personal property;

      (j) Isolated transactions completed within 30 days and not a part of a series of similar transactions;

      (k) The production of motion pictures as defined in NRS 231.020;

      (l) Transacting business as an out-of-state depository institution pursuant to the provisions of title 55 of NRS; and

      (m) Transacting business in interstate commerce.

      2.  The list of activities in subsection 1 is not exhaustive.

      3.  A person who is not transacting business in this State within the meaning of this section need not qualify or comply with any provision of this chapter, title 55 or 56 of NRS or chapter 645A, 645B or 645E of NRS unless the person:

      (a) Maintains an office in this State for the transaction of business; or

      (b) Solicits or accepts deposits in the State, except pursuant to the provisions of chapter 666 or 666A of NRS.

      4.  The fact that a person is not transacting business in this State within the meaning of this section:

      (a) Does not affect the determination of whether any court, administrative agency or regulatory body in this State may exercise personal jurisdiction over the person in any civil action, criminal action, administrative proceeding or regulatory proceeding; and

      (b) Except as otherwise provided in subsection 3, does not affect the applicability of any other provision of law with respect to the person and may not be offered as a defense or introduced in evidence in any civil action, criminal action, administrative proceeding or regulatory proceeding to prove that the person is not transacting business in this State, including, without limitation, any civil action, criminal action, administrative proceeding or regulatory proceeding involving an alleged violation of chapter 597, 598 or 598A of NRS.

      5.  As used in this section, “deposits” means demand deposits, savings deposits and time deposits, as those terms are defined in chapter 657 of NRS.

      (Added to NRS by 2007, 478)

      NRS 87A.620  Determination of whether solicitation is made or accepted.

      1.  For the purposes of NRS 87A.615, a solicitation of a deposit is made in this State, whether or not either party is present in this State, if the solicitation:

      (a) Originates in this State; or

      (b) Is directed by the solicitor to a destination in this State and received where it is directed, or at a post office in this State if the solicitation is mailed.

      2.  A solicitation of a deposit is accepted in this State if acceptance:

      (a) Is communicated to the solicitor in this State; and

      (b) Has not previously been communicated to the solicitor, orally or in writing, outside this State.

Ê Acceptance is communicated to the solicitor in this State, whether or not either party is present in this State, if the depositor directs it to the solicitor reasonably believing the solicitor to be in this State and it is received where it is directed, or at any post office in this State if the acceptance is mailed.

      3.  A solicitation made in a newspaper or other publication of general, regular and paid circulation is not made in this State if the publication:

      (a) Is not published in this State; or

      (b) Is published in this State but has had more than two-thirds of its circulation outside this State during the 12 months preceding the solicitation.

Ê If a publication is published in editions, each edition is a separate publication except for material common to all editions.

      4.  A solicitation made in a radio or television program or other electronic communication received in this State which originates outside this State is not made in this State. A radio or television program or other electronic communication shall be deemed to have originated in this State if the broadcast studio or origin of the source of transmission is located within the State, unless:

      (a) The program or communication is syndicated and distributed from outside this State for redistribution to the general public in this State;

      (b) The program is supplied by a radio, television or other electronic network whose electronic signal originates outside this State for redistribution to the general public in this State;

      (c) The program or communication is an electronic signal that originates outside this State and is captured for redistribution to the general public in this State by a community antenna or cable, radio, cable television or other electronic system; or

      (d) The program or communication consists of an electronic signal which originates within this State, but which is not intended for redistribution to the general public in this State.

      (Added to NRS by 2007, 479)

      NRS 87A.625  Action by Attorney General to restrain transaction of business.  The Attorney General may bring an action to restrain a foreign limited partnership from transacting business in this State in violation of NRS 87A.535 to 87A.625, inclusive.

      (Added to NRS by 2007, 479)

REGISTERED LIMITED-LIABILITY LIMITED PARTNERSHIPS

      NRS 87A.630  Filing requirements; prohibition against registration for certain illegal purposes; required and optional provisions of certificate of registration.

      1.  To become a registered limited-liability limited partnership, a limited partnership shall file with the Secretary of State a certificate of registration stating each of the following:

      (a) The name of the limited partnership.

      (b) The street address of its principal office.

      (c) The information required pursuant to NRS 77.310.

      (d) The name and business address of each organizer signing the certificate.

      (e) The name and business address of each initial general partner.

      (f) That the limited partnership thereafter will be a registered limited-liability limited partnership.

      (g) Any other information that the limited partnership wishes to include.

      2.  The certificate of registration must be signed by the vote necessary to amend the partnership agreement or, in the case of a partnership agreement that expressly considers contribution obligations, the vote necessary to amend those provisions.

      3.  The Secretary of State shall register as a registered limited-liability limited partnership any limited partnership that submits a completed certificate of registration with the required fee. A person shall not register a registered limited-liability limited partnership for any illegal purpose or with the fraudulent intent to conceal any business activity, or lack thereof, from another person or a governmental agency.

      4.  Any person may register as a registered limited-liability limited partnership at the time the person files a certificate of limited partnership by filing a certificate of limited partnership and a certificate of registration of a limited-liability limited partnership with the Secretary of State and paying the fees prescribed in subsections 1 and 2 of NRS 87A.315.

      5.  The registration of a registered limited-liability limited partnership is effective at the time of the filing of the certificate of registration with the Secretary of State or upon a later date and time as specified in the certificate of registration, which date must not be more than 90 days after the date on which the certificate of registration is filed. If the certificate of registration specifies a later effective date but does not specify an effective time, the certificate of registration is effective at 12:01 a.m. in the Pacific time zone on the specified later date.

      (Added to NRS by 2007, 479; A 2009, 2848; 2011, 2804; 2013, 878)

      NRS 87A.632  Penalty for purporting to do business as registered limited-liability limited partnership without registration; enforcement; regulations.

      1.  Every person, other than a limited-liability limited partnership formed pursuant to an agreement governed by the laws of another state, who is purporting to do business in this State as a registered limited-liability limited partnership and who willfully fails or neglects to file with the Secretary of State a certificate of registration is subject to a fine of not less than $1,000 but not more than $10,000, to be recovered in a court of competent jurisdiction.

      2.  When the Secretary of State is advised that a person is subject to the fine described in subsection 1, the Secretary of State may, as soon as practicable, refer the matter to the district attorney of the county in which the person’s principal place of business is located or the Attorney General, or both, for a determination of whether to institute proceedings to recover the fine. The district attorney of the county in which the person’s principal place of business is located or the Attorney General may institute and prosecute the appropriate proceedings to recover the fine. If the district attorney or the Attorney General prevails in a proceeding to recover the fine described in this section, the district attorney or the Attorney General is entitled to recover the costs of the proceeding, including, without limitation, the cost of any investigation and reasonable attorney’s fees.

      3.  In the course of an investigation of a violation of this section, the Secretary of State may require a person to answer any interrogatory submitted by the Secretary of State that will assist in the investigation.

      4.  The Secretary of State may adopt regulations to administer the provisions of this section.

      (Added to NRS by 2009, 1701; A 2013, 879)

      NRS 87A.635  Name of partnership: Distinguishable name required; limitations; availability of name of forfeited, merged or otherwise terminated partnership; regulations.

      1.  The name proposed for a registered limited-liability limited partnership must contain the words “Limited-Liability Limited Partnership” or “Registered Limited-Liability Limited Partnership” or the abbreviation “L.L.L.P.” or “LLLP” as the last words or letters of the name and must be distinguishable on the records of the Secretary of State from the names of all other artificial persons formed, organized, registered or qualified pursuant to the provisions of this title that are on file in the Office of the Secretary of State and all names that are reserved in the Office of the Secretary of State pursuant to the provisions of this title. If the name of the registered limited-liability limited partnership on a certificate of registration of limited-liability limited partnership submitted to the Secretary of State is not distinguishable from any name on file or reserved name, the Secretary of State shall return the certificate to the person who signed it, unless the written, acknowledged consent to the same name of the holder of the name on file or reserved name to use the name accompanies the certificate.

      2.  The Secretary of State shall not accept for filing any certificate of registration or any certificate of amendment of a certificate of registration of any registered limited-liability limited partnership formed or existing pursuant to the laws of this State which provides that the name of the registered limited-liability limited partnership contains the words “common-interest community,” “community association,” “master association,” “unit-owners’ association” or “homeowners’ association” or if it appears in the certificate of registration or certificate of amendment that the purpose of the registered limited-liability limited partnership is to operate as a unit-owners’ association pursuant to chapter 116 or 116B of NRS unless the Administrator of the Real Estate Division of the Department of Business and Industry certifies that the registered limited-liability limited partnership has:

      (a) Registered with the Ombudsman for Owners in Common-Interest Communities and Condominium Hotels pursuant to NRS 116.31158 or 116B.625; and

      (b) Paid to the Administrator of the Real Estate Division the fees required pursuant to NRS 116.31155 or 116B.620.

      3.  For the purposes of this section, a proposed name is not distinguishable from a name on file or reserved name solely because one or the other contains distinctive lettering, a distinctive mark, a trademark or a trade name, or any combination thereof.

      4.  The name of a registered limited-liability limited partnership whose right to transact business has been forfeited, which has merged and is not the surviving entity or whose existence has otherwise terminated is available for use by any other artificial person.

      5.  The Secretary of State may adopt regulations that interpret the requirements of this section.

      (Added to NRS by 2007, 480)

      NRS 87A.640  List or statement to be maintained at registered office or principal place of business; requirement to assist in criminal investigation; failure to comply; regulations.

      1.  A registered limited-liability limited partnership shall maintain at its registered office or principal place of business in this State:

      (a) A current list of each general partner; or

      (b) A statement indicating where such a list is maintained.

      2.  Upon the request of the Secretary of State, the registered limited-liability limited partnership shall:

      (a) Provide the Secretary of State with the name and contact information of the custodian of the list described in subsection 1. The information required pursuant to this paragraph shall be kept confidential by the Secretary of State.

      (b) Provide written notice to the Secretary of State within 10 days after any change in the information contained in the list described in subsection 1.

      3.  Upon the request of any law enforcement agency in the course of a criminal investigation, the Secretary of State may require a registered limited-liability limited partnership to:

      (a) Submit to the Secretary of State, within 3 business days, a copy of the list required to be maintained pursuant to subsection 1; or

      (b) Answer any interrogatory submitted by the Secretary of State that will assist in the criminal investigation.

      4.  If a registered limited-liability limited partnership fails to comply with any requirement pursuant to subsection 3, the Secretary of State may take any action necessary, including, without limitation, the suspension or revocation of the certificate of registration.

      5.  The Secretary of State shall not reinstate or revive a certificate of registration that was revoked or suspended pursuant to subsection 4 unless:

      (a) The registered limited-liability limited partnership complies with the requirements of subsection 3; or

      (b) The law enforcement agency conducting the investigation advises the Secretary of State to reinstate or revive the certificate of registration.

      6.  The Secretary of State may adopt regulations to administer the provisions of this section.

      (Added to NRS by 2007, 1348; A 2009, 2849)

      NRS 87A.645  Termination of registration.  The registration of a registered limited-liability limited partnership is effective until:

      1.  Its certificate of registration is revoked pursuant to NRS 87A.305; or

      2.  The registered limited-liability limited partnership files with the Secretary of State a notice of withdrawal signed by a general partner. The notice must be accompanied by a fee of $100.

      (Added to NRS by 2007, 481; A 2010, 26th Special Session, 74)

      NRS 87A.650  Status of partnership and liability of partners not affected by errors in certain filed information.  The status of a limited partnership as a registered limited-liability limited partnership, and the liability of its partners, are not affected by errors in the information contained in a certificate of registration or an annual list required to be filed with the Secretary of State, or by changes after the filing of such a certificate or list in the information contained in the certificate or list.

      (Added to NRS by 2007, 481)

      NRS 87A.652  Penalty for purporting to transact business as foreign registered limited-liability limited partnership without registration; enforcement; regulations.

      1.  Every limited-liability limited partnership, formed pursuant to an agreement governed by the laws of another state, which is purporting to transact business in this State as a foreign registered limited-liability limited partnership and which willfully fails or neglects to register with the Secretary of State in accordance with the provisions of NRS 87A.540 or 88.575 is subject to a fine of not less than $1,000 but not more than $10,000, to be recovered in a court of competent jurisdiction.

      2.  Every limited-liability limited partnership, formed pursuant to an agreement governed by the laws of another state, which is purporting to transact business in this State as a foreign registered limited-liability limited partnership and which fails or neglects to register with the Secretary of State in accordance with the provisions of NRS 87A.540 or 88.575 may not commence or maintain any action, suit or proceeding in any court of this State until it has registered in this State.

      3.  The failure of a limited-liability limited partnership, formed pursuant to an agreement governed by the laws of another state and purporting to do business in this State as a foreign registered limited-liability limited partnership, to register with the Secretary of State in accordance with the provisions of NRS 87A.540 or 88.575 does not impair the validity of any contract or act of the limited-liability limited partnership or prevent the limited-liability limited partnership from defending any action, suit or proceeding in any court of this State.

      4.  When the Secretary of State is advised that a limited-liability limited partnership, formed pursuant to an agreement governed by the laws of another state, is subject to the fine described in subsection 1, the Secretary of State may, as soon as practicable, refer the matter to the district attorney of the county where the limited-liability limited partnership has its principal place of business or the Attorney General, or both, for a determination of whether to institute proceedings to recover the fine. The district attorney of the county where the limited-liability limited partnership has its principal place of business or the Attorney General may institute and prosecute the appropriate proceedings to recover the fine. If the district attorney or the Attorney General prevails in a proceeding to recover the fine described in subsection 1, the district attorney or the Attorney General is entitled to recover the costs of the proceeding, including, without limitation, the cost of any investigation and reasonable attorney’s fees.

      5.  In the course of an investigation of a violation of this section, the Secretary of State may require a limited-liability limited partnership, formed pursuant to an agreement governed by the laws of another state, to answer any interrogatory submitted by the Secretary of State that will assist in the investigation.

      6.  A limited partner of a limited-liability limited partnership, formed pursuant to an agreement governed by the laws of another state, is not liable as a general partner of the limited-liability limited partnership solely by reason of having transacted business in this State without registration.

      7.  A limited-liability limited partnership, formed pursuant to an agreement governed by the laws of another state, by transacting business in this State without registering with the Secretary of State in accordance with the provisions of NRS 87A.540 or 88.575, appoints the Secretary of State as its agent for service of process with respect to causes of action arising out of the transaction of business in this State.

      8.  The Secretary of State may adopt regulations to administer the provisions of this section.

      (Added to NRS by 2009, 1701; A 2013, 879)

      NRS 87A.655  Name of foreign partnership.  The name of a foreign registered limited-liability limited partnership that is doing business in this State must contain the words “Limited-Liability Limited Partnership” or “Registered Limited-Liability Limited Partnership” or the abbreviations “L.L.L.P.” or “LLLP,” or such other words or abbreviations as may be required or authorized by the laws of the other jurisdiction, as the last words or letters of the name.

      (Added to NRS by 2007, 481)

ACTIONS BY PARTNERS

      NRS 87A.660  Direct action by partner.

      1.  Subject to subsection 2, a partner may maintain a direct action against the limited partnership or another partner for legal or equitable relief, with or without an accounting as to the partnership’s activities, to enforce the rights and otherwise protect the interests of the partner, including rights and interests under the partnership agreement or this chapter or arising independently of the partnership relationship.

      2.  A partner commencing a direct action under this section is required to plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited partnership.

      3.  The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law.

      (Added to NRS by 2007, 481)

      NRS 87A.665  Derivative action.  A partner may maintain a derivative action to enforce a right of a limited partnership if:

      1.  The partner first makes a demand on the general partners, requesting that they cause the limited partnership to bring an action to enforce the right, and the general partners do not bring the action within a reasonable time; or

      2.  A demand would be futile.

      (Added to NRS by 2007, 481)

      NRS 87A.670  Proper plaintiff.  A derivative action may be maintained only by a person that is a partner at the time the action is commenced and:

      1.  That was a partner when the conduct giving rise to the action occurred; or

      2.  Whose status as a partner devolved upon the person by operation of law or pursuant to the terms of the partnership agreement from a person that was a partner at the time of the conduct.

      (Added to NRS by 2007, 482)

      NRS 87A.675  Pleading.  In a derivative action, the complaint must state with particularity:

      1.  The date and content of plaintiff’s demand and the general partners’ response to the demand; or

      2.  Why demand should be excused as futile.

      (Added to NRS by 2007, 482)

      NRS 87A.680  Proceeds and expenses.

      1.  Except as otherwise provided in subsection 2:

      (a) Any proceeds or other benefits of a derivative action, whether by judgment, compromise or settlement, belong to the limited partnership and not to the derivative plaintiff.

      (b) If the derivative plaintiff receives any proceeds, the derivative plaintiff shall immediately remit them to the limited partnership.

      2.  If a derivative action is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney’s fees, from the recovery of the limited partnership.

      (Added to NRS by 2007, 482)

MISCELLANEOUS PROVISIONS

      NRS 87A.685  Uniformity of application and construction.  In applying and construing the Uniform Limited Partnership Act (2001), consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it.

      (Added to NRS by 2007, 482)

      NRS 87A.690  Relation to Electronic Signatures in Global and National Commerce Act.  This chapter modifies, limits or supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §§ 7001 et seq., but this chapter does not modify, limit or supersede Section 101(c) of that Act or authorize electronic delivery of any of the notices described in Section 103(b) of that Act.

      (Added to NRS by 2007, 482)

      NRS 87A.695  Provisions for existing partnerships.

      1.  A limited partnership formed under any statute of this State prior to July 1, 1931, may become a limited partnership under this chapter by complying with the provisions of this chapter if the certificate sets forth:

      (a) The amount of the original contribution of each limited partner, and the time when the contribution was made; and

      (b) That the property of the partnership exceeds the amount sufficient to discharge its liabilities to persons not claiming as general or limited partners by an amount greater than the sum of the contributions of its limited partners.

      2.  A limited partnership formed under any statute of this State prior to July 1, 1931, until or unless it becomes a limited partnership under this chapter or chapter 88 of NRS, shall continue to be governed by the provisions of chapter 60, Laws of Nevada Territory 1862, entitled “An Act to Authorize the Formation of Limited Partnerships,” approved December 19, 1862, except that such a partnership must not be renewed unless so provided in the original agreement.

      (Added to NRS by 2007, 482)

      NRS 87A.700  Operation of domestic partnership in another jurisdiction.  To the extent permitted by the law of that jurisdiction, a limited partnership formed and existing under this chapter may conduct its business, carry on its operations and exercise the powers granted by this chapter in any state, territory, district or possession of the United States or in any foreign country.

      (Added to NRS by 2007, 482)