Uniform Limited Partnership Act

Nevada · Uniform Limited Partnership Act (2001) · §§ 87A.005 to 87A.700 · 147 sections

Overview

This act governs the formation and operation of limited partnerships, providing for their creation through a publicly filed certificate and setting out how that certificate is executed, amended, corrected, restated, or cancelled. It builds the administrative machinery around those filings: rules for the partnership's name and the reservation of names, a required registered office and agent, methods of serving process on the partnership or on the state filing officer, forms and fees, when a filed document takes effect, the officer's power to refuse a filing and the right to appeal that refusal, certificates of existence, the evidentiary weight of official copies, and liability for false statements in a filed document. It also addresses the business a limited partnership may conduct, the rights, obligations, and indemnification of partners, notice and delivery of documents to partners, and suits brought by a partner — including who is a proper plaintiff, what the complaint must contain, and when a court may award expenses.

Editorial summary generated from the text of this act. It is not part of the statute — read the sections below for the operative language.

In the courts

Sections of this act have been cited in 3 court decisions.

Most-cited authority: 811 FSUPP2D 949 - Beautybank, Inc. v. Harvey Prince LLP

Sections covered

NRS 87A.005Short title1 cite
NRS 87A.010Definitions
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NRS 87A.080“Person withdrawn as a general partner” defined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.145Applicability
NRS 87A.147Secretary of State authorized to adopt certain regulations to allow limited partnership to carry out powers and duties through most recent technology
NRS 87A.150Knowledge and notice
NRS 87A.155Nature, purpose and duration of entity; prohibition against organization for certain illegal purposes
NRS 87A.160Powers
NRS 87A.165Governing law
NRS 87A.170Supplemental principles of law; rate of interest
NRS 87A.175Name of partnership: Distinguishable name required; limitations; availability of name of forfeited, merged or otherwise terminated partnership; regulations
NRS 87A.180Name of partnership: Reservation; transfer of right to exclusive use of reserved name
NRS 87A.185Name of partnership: Reinstatement or revival under old or new name; regulations
NRS 87A.190Effect of partnership agreement; nonwaivable provisions
NRS 87A.195Information required to be maintained at principal office in State or with custodian of records
NRS 87A.200Statement to be maintained at principal office or with custodian of records; requirement to assist in criminal investigation; failure to comply; regulations
NRS 87A.203Manner of storage of records; conversion of electronic records into clear and legible paper form; admissibility in evidence of electronic records
NRS 87A.205Business transactions of partner with partnership
NRS 87A.210Dual capacity
NRS 87A.215Registered agent required; maintenance of records at principal office in State or with custodian of records; change of address
NRS 87A.220Registered agent: Revocation of appointment; change of name
NRS 87A.225Resignation of registered agent or termination of registration of commercial registered agent
NRS 87A.230Consent and proxies of partners
NRS 87A.235Formation of limited partnership; certificate of limited partnership
NRS 87A.237Penalty for purporting to do business as limited partnership without registration; enforcement; regulations
NRS 87A.240Amendment or restatement of certificate
NRS 87A.245Statement of termination
NRS 87A.250Signing of records
NRS 87A.255Signing and filing pursuant to judicial order
NRS 87A.260Form required for filing of records
NRS 87A.265Procedure to submit replacement page to Secretary of State before actual filing of record
NRS 87A.270Filing of records written in language other than English
NRS 87A.275Correction of inaccurate or defective record filed with Secretary of State; cancellation of filings
NRS 87A.280Partnership records: Microfilming; imaging; return
NRS 87A.285Liability for false information in filed record
NRS 87A.290Annual list: Filing requirements; fees; notice; regulations
NRS 87A.295Additional filing requirements for certain partnerships: Criteria; statement; fees
NRS 87A.300Certificate of authorization to transact business; identification of defaulting partnerships; reinstatement of partnership which is unit-owners’ association; forfeiture and penalty
NRS 87A.305Defaulting partnerships: Duties of Secretary of State; revocation of certificate; assets held in trust
NRS 87A.310Defaulting partnerships: Conditions and procedure for reinstatement
NRS 87A.313Renewal or revival of certificate: Procedure; fee; certificate as evidence; status of partnership
NRS 87A.315Fees
NRS 87A.320Becoming limited partner
NRS 87A.325No right or power as limited partner to bind limited partnership
NRS 87A.330No liability as limited partner for limited partnership obligations
NRS 87A.335Right of limited partner and former limited partner to information
NRS 87A.340Limited duties of limited partners
NRS 87A.345Person erroneously believing self to be limited partner
NRS 87A.350Becoming general partner
NRS 87A.355General partner agent of limited partnership1 cite
NRS 87A.360Limited partnership liable for actionable conduct of general partner
NRS 87A.365Liability of general partner1 cite
NRS 87A.370Actions by and against partnership and partners
NRS 87A.375Management rights of general partner
NRS 87A.380Right of general partner and former general partner to information
NRS 87A.385General standards of conduct of general partner
NRS 87A.390Form of contribution
NRS 87A.395Liability for contribution
NRS 87A.400Sharing of distributions
NRS 87A.405Interim distributions
NRS 87A.410No distribution on account of withdrawal
NRS 87A.415Distribution in kind
NRS 87A.420Right to distribution
NRS 87A.425Limitations on distribution
NRS 87A.427Limitations on distributions applicable to restricted limited partnerships
NRS 87A.430Liability for improper distributions
NRS 87A.435Withdrawal as limited partner
NRS 87A.440Effect of withdrawal as limited partner
NRS 87A.445Withdrawal as general partner
NRS 87A.450Power of person to withdraw as general partner; wrongful withdrawal
NRS 87A.455Effect of withdrawal as general partner
NRS 87A.460Power to bind and liability to limited partnership before dissolution of partnership of person withdrawn as general partner
NRS 87A.465Liability to other persons of person withdrawn as general partner
NRS 87A.470Transferable interest of partner
NRS 87A.475Transfer of transferable interest of partner
NRS 87A.480Rights and remedies of creditor of partner
NRS 87A.485Power of estate of deceased partner
NRS 87A.488Dissolution of partnership whose certificate has been revoked without additional fees and penalties; regulations
NRS 87A.490Nonjudicial dissolution
NRS 87A.495Judicial dissolution
NRS 87A.500Winding up
NRS 87A.505Power of general partner and person withdrawn as general partner to bind partnership after dissolution
NRS 87A.510Liability 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.515Known claims against dissolved limited partnership
NRS 87A.520Other claims against dissolved limited partnership
NRS 87A.525Liability of general partner and person withdrawn as general partner when claim against limited partnership barred
NRS 87A.530Disposition of assets; when contributions are required
NRS 87A.535Governing law
NRS 87A.540Filing requirements; prohibition against registration for certain illegal purposes; required provisions of application for registration
NRS 87A.545Issuance of certificate of registration by Secretary of State
NRS 87A.550Registration of name
NRS 87A.555Amendments to application for registration
NRS 87A.560Annual list: Filing requirements; fees; powers and duties of Secretary of State; regulations
NRS 87A.565Additional filing requirements for certain partnerships: Criteria; statement; fees
NRS 87A.570Certificate of authorization to transact business
NRS 87A.575Addresses of general partners required; failure to file
NRS 87A.580List or statement to be maintained at principal office in State or with custodian of records; requirement to assist in criminal investigation; failure to comply; regulations
NRS 87A.585Defaulting partnerships: Identification; forfeiture of right to transact business; penalty
NRS 87A.590Defaulting partnerships: Duties of Secretary of State
NRS 87A.595Defaulting partnerships: Conditions and procedure for reinstatement
NRS 87A.600Defaulting partnerships: Reinstatement or revival under old or new name; regulations
NRS 87A.602Cancellation of registration without additional fees and penalties; regulations
NRS 87A.605Cancellation of registration
NRS 87A.607Renewal or revival of right to transact business: Procedure; fee; certificate as evidence; status of partnership
NRS 87A.610Penalty for transacting business without registration; enforcement; regulations
NRS 87A.615Activities not constituting transaction of business
NRS 87A.620Determination of whether solicitation is made or accepted
NRS 87A.625Action by Attorney General to restrain transaction of business
NRS 87A.630Filing requirements; prohibition against registration for certain illegal purposes; required and optional provisions of certificate of registration
NRS 87A.632Penalty for purporting to do business as registered limited-liability limited partnership without registration; enforcement; regulations
NRS 87A.635Name of partnership: Distinguishable name required; limitations; availability of name of forfeited, merged or otherwise terminated partnership; regulations
NRS 87A.640List or statement to be maintained at principal place of business or with custodian of records; requirement to assist in criminal investigation; failure to comply; regulations
NRS 87A.645Termination of registration
NRS 87A.650Status of partnership and liability of partners not affected by errors in certain filed information
NRS 87A.652Penalty for purporting to transact business as foreign registered limited-liability limited partnership without registration; enforcement; regulations
NRS 87A.655Name of foreign partnership
NRS 87A.660Direct action by partner
NRS 87A.665Derivative action
NRS 87A.670Proper plaintiff
NRS 87A.675Pleading
NRS 87A.680Proceeds and expenses
NRS 87A.685Uniformity of application and construction
NRS 87A.690Relation to Electronic Signatures in Global and National Commerce Act
NRS 87A.695Provisions for existing partnerships
NRS 87A.700Operation of domestic partnership in another jurisdiction

Enacted in other states

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