USA Statutes : nevada
Title : Title 07 - BUSINESS ASSOCIATIONS; SECURITIES; COMMODITIES
Chapter : CHAPTER 87 - PARTNERSHIPS
[Effective July 1, 2006.] As used in this
chapter, unless the context otherwise requires, the words and terms
defined in NRS 87.002 to 87.008 , inclusive, have the meanings ascribed to them
in those sections.
(Added to NRS by 2005, 421 , effective July 1, 2006)
[Effective July 1, 2006.]
“Business” includes every business, trade and occupation.
(Added to NRS by 2005, 421 , effective July 1, 2006)
[Effective July 1,
2006.] “Professional service” means any type of personal service that
may legally be performed only pursuant to a license or certificate of
registration.
(Added to NRS by 2005, 421 , effective July 1, 2006)
[Effective July 1, 2006.] “Record”
means information that is inscribed on a tangible medium or that is
stored in an electronic or other medium and is retrievable in perceivable
form.
(Added to NRS by 2005, 421 , effective July 1, 2006)
[Effective July 1, 2006.] “Sign” means
to affix a signature to a record.
(Added to NRS by 2005, 421 , effective July 1, 2006)
[Effective July 1, 2006.]
“Signature” means a name, word, symbol or mark executed or otherwise
adopted, or a record encrypted or similarly processed in whole or in
part, by a person with the present intent to identify himself and adopt
or accept a record. The term includes, without limitation, an electronic
signature as defined in NRS 719.100 .
(Added to NRS by 2005, 421 , effective July 1, 2006)
[Effective July 1, 2006.] “State”
means a state of the United States, the District of Columbia, the
Commonwealth of Puerto Rico or any territory or insular possession
subject to the jurisdiction of the United States.
(Added to NRS by 2005, 421 , effective July 1, 2006)
[Effective July 1, 2006.]
“Street address” of a resident agent means the actual physical location
in this State at which a resident agent is available for service of
process.
(Added to NRS by 2005, 421 , effective July 1, 2006)
UNIFORM PARTNERSHIP ACT
General Provisions
[Effective through June 30, 2006.] This
chapter may be cited as the Uniform Partnership Act.
[1:74:1931; 1931 NCL § 5028]—(NRS A 2005, 440 )
[Effective July 1, 2006.] NRS 87.010
to 87.430 , inclusive, may be cited as the Uniform
Partnership Act.
[1:74:1931; 1931 NCL § 5028]—(NRS A 2005, 440 , effective July 1, 2006)
[Effective through June 30, 2006.] As
used in this chapter, unless the context otherwise requires:
1. “Bankrupt” includes bankrupt under the Federal Bankruptcy Act
or insolvent under any state insolvent act.
2. “Business” includes every trade, occupation or profession.
3. “Conveyance” includes every assignment, lease, mortgage or
encumbrance.
4. “Court” includes every court and judge having jurisdiction in
the case.
5. “Professional service” means any type of personal service which
may legally be performed only pursuant to a license or certificate of
registration.
6. “Real property” includes land and any interest or estate in
land.
7. “Record” means information that is inscribed on a tangible
medium or that is stored in an electronic or other medium and is
retrievable in perceivable form.
8. “Registered limited-liability partnership” means a partnership
formed pursuant to an agreement governed by this chapter for the purpose
of rendering a professional service and registered pursuant to and
complying with NRS 87.440 to 87.560
, inclusive.
9. “Sign” means to affix a signature to a record.
10. “Signature” means a name, word, symbol or mark executed or
otherwise adopted, or a record encrypted or similarly processed in whole
or in part, by a person with the present intent to identify himself and
adopt or accept a record. The term includes, without limitation, an
electronic signature as defined in NRS 719.100 .
11. “Street address” of a resident agent means the actual physical
location in this State at which a resident agent is available for service
of process.
[2:74:1931; 1931 NCL § 5028.01]—(NRS A 1985, 502; 1995, 1470; 1999,
1616 ; 2001, 101 , 2724 ; 2003, 3143 ; 2005, 440 )
[Effective July 1, 2006.] As used in NRS
87.010 to 87.430 , inclusive, unless the context otherwise
requires:
1. “Bankrupt” includes bankrupt under the Federal Bankruptcy Act
or insolvent under any state insolvent act.
2. “Conveyance” includes every assignment, lease, mortgage or
encumbrance.
3. “Court” includes every court and judge having jurisdiction in
the case.
4. “Real property” includes land and any interest or estate in
land.
5. “Registered limited-liability partnership” means a partnership
formed pursuant to an agreement governed by NRS 87.010 to 87.430 ,
inclusive, for the purpose of rendering a professional service and
registered pursuant to and complying with NRS 87.440 to 87.560 ,
inclusive.
[2:74:1931; 1931 NCL § 5028.01]—(NRS A 1985, 502; 1995, 1470; 1999,
1616 ; 2001, 101 , 2724 ; 2003, 3143 ; 2005, 440 , effective July 1, 2006)
[Effective July 1, 2006.] The
provisions of NRS 87.010 to 87.430
, inclusive, apply to a partnership:
1. Which was formed before July 1, 2006, and which does not
voluntarily elect to be governed by the provisions of NRS 87.4301 to 87.4357 , inclusive; or
2. Which is formed on or after July 1, 2006, and which voluntarily
elects to be governed by the provisions of NRS 87.010 to 87.430 ,
inclusive.
(Added to NRS by 2005, 421 , effective July 1, 2006)
[Effective
through June 30, 2006.]
1. A person has “knowledge” of a fact within the meaning of this
chapter not only when he has actual knowledge thereof, but also when he
has knowledge of such other facts as in the circumstances shows bad faith.
2. A person has “notice” of a fact within the meaning of this
chapter when the person who claims the benefit of the notice:
(a) States the fact to such person, or
(b) Delivers through the mail, or by other means of communication,
a written statement of the fact to such person or to a proper person at
his place of business or residence.
[3:74:1931; 1931 NCL § 5028.02]—(NRS A 2005, 441 )
[Effective July
1, 2006.]
1. A person has “knowledge” of a fact within the meaning of NRS
87.010 to 87.430 , inclusive, not only when he has actual
knowledge thereof, but also when he has knowledge of such other facts as
in the circumstances shows bad faith.
2. A person has “notice” of a fact within the meaning of NRS
87.010 to 87.430 , inclusive, when the person who claims the
benefit of the notice:
(a) States the fact to such person, or
(b) Delivers through the mail, or by other means of communication,
a written statement of the fact to such person or to a proper person at
his place of business or residence.
[3:74:1931; 1931 NCL § 5028.02]—(NRS A 2005, 441 , effective July 1, 2006)
[Effective through June 30,
2006.]
1. The rule that statutes in derogation of the common law are to
be strictly construed shall have no application to this chapter.
2. The law of estoppel shall apply under this chapter.
3. The law of agency shall apply under this chapter.
4. This chapter shall be so interpreted and construed as to
effectuate its general purpose to make uniform the law of those states
which enact it.
5. This chapter shall not be construed so as to impair the
obligations of any contract existing on July 1, 1931, nor to affect any
action or proceedings begun or right accrued before July 1, 1931.
[4:74:1931; 1931 NCL § 5028.03]—(NRS A 2005, 441 )
[Effective July 1, 2006.]
1. The rule that statutes in derogation of the common law are to
be strictly construed has no application to NRS 87.010 to 87.430 ,
inclusive.
2. The law of estoppel applies to NRS 87.010 to 87.430 ,
inclusive.
3. The law of agency applies to NRS 87.010 to 87.430 ,
inclusive.
4. The Uniform Partnership Act must be interpreted and construed
as to effectuate its general purpose to make uniform the law of those
states which enact it.
5. The provisions of NRS 87.010
to 87.430 , inclusive, shall not be
construed so as to impair the obligations of any contract existing on
July 1, 1931, nor to affect any action or proceedings begun or right
accrued before July 1, 1931.
[4:74:1931; 1931 NCL § 5028.03]—(NRS A 2005, 441 , effective July 1, 2006)
[Effective through June 30, 2006.] In any case not provided for in this
chapter the rules of law and equity, including the law merchant, shall
govern.
[5:74:1931; 1931 NCL § 5028.04]—(NRS A 2005, 441 )
010 to 87.430 ,
inclusive. [Effective July 1, 2006.] In any case not provided for in NRS
87.010 to 87.430 , inclusive, the rules of law and equity,
including the law merchant, govern.
[5:74:1931; 1931 NCL § 5028.04]—(NRS A 2005, 441 , effective July 1, 2006)
Nature of Partnership
[Effective through June 30, 2006.]
1. Except as otherwise provided in subsection 2, a partnership is
an association of two or more persons to carry on as co-owners a business
for profit, and includes a registered limited-liability partnership.
2. Any association formed under any other statute of this State,
or any statute adopted by authority, other than the authority of this
State, is not a partnership under this chapter, unless the association
would have been a partnership in this State before July 1, 1931. This
chapter applies to limited partnerships except in so far as the statutes
relating to such partnerships are inconsistent with it.
[6:74:1931; 1931 NCL § 5028.05]—(NRS A 1995, 1471; 2005, 442 )
[Effective July 1, 2006.]
1. Except as otherwise provided in subsection 2, a partnership is
an association of two or more persons to carry on as co-owners a business
for profit, and includes a registered limited-liability partnership.
2. Any association formed under any other statute of this State,
or any statute adopted by authority, other than the authority of this
State, is not a partnership under NRS 87.010 to 87.430 ,
inclusive, unless the association would have been a partnership in this
State before July 1, 1931. The provisions of NRS 87.010 to 87.430 ,
inclusive, apply to limited partnerships except in so far as the statutes
relating to such partnerships are inconsistent with it.
[6:74:1931; 1931 NCL § 5028.05]—(NRS A 1995, 1471; 2005, 442 , effective July 1, 2006)
In
determining whether a partnership exists, these rules apply:
1. Except as provided by NRS 87.160 persons who are not partners as to each other
are not partners as to third persons.
2. Joint tenancy, tenancy in common, tenancy by the entireties,
joint property, common property, or part ownership does not of itself
establish a partnership, whether such co-owners do or do not share any
profits made by the use of the property.
3. The sharing of gross returns does not of itself establish a
partnership, whether or not the persons sharing them have a joint or
common right or interest in any property from which the returns are
derived.
4. The receipt by a person of a share of the profits of a business
is prima facie evidence that he is a partner in the business, but no such
inference may be drawn if such profits were received in payment:
(a) As a debt by installments or otherwise;
(b) As wages of an employee or rent to a landlord;
(c) As an annuity to a surviving spouse or representative of a
deceased partner;
(d) As interest on a loan, though the amount of payment vary with
the profits of the business; or
(e) As the consideration for the sale of a goodwill of a business
or other property by installments or otherwise.
[7:74:1931; 1931 NCL § 5028.06]—(NRS A 1979, 146)
1. All property originally brought into the partnership stock or
subsequently acquired by purchase or otherwise, on account of the
partnership, is partnership property.
2. Unless the contrary intention appears, property acquired with
partnership funds is partnership property.
3. Any estate in real property may be acquired in the partnership
name. Title so acquired can be conveyed only in the partnership name.
4. A conveyance to a partnership in the partnership name, though
without words of inheritance, passes the entire estate of the grantor
unless a contrary intent appears.
[8:74:1931; 1931 NCL § 5028.07]
Relations of Partners to Persons Dealing With Partnership
1. Every partner is an agent of the partnership for the purpose of
its business, and the act of every partner, including the execution in
the partnership name of any instrument, for apparently carrying on in the
usual way the business of the partnership of which he is a member binds
the partnership, unless the partner so acting has in fact no authority to
act for the partnership in the particular matter, and the person with
whom he is dealing has knowledge of the fact that he has no such
authority.
2. An act of a partner which is not apparently for the carrying on
of the business of the partnership in the usual way does not bind the
partnership unless authorized by the other partners.
3. Except as otherwise provided in subsection 5, unless authorized
by the other partners or unless they have abandoned the business, one or
more but less than all the partners have no authority to:
(a) Assign the partnership property in trust for creditors or on
the assignee’s promise to pay the debts of the partnership;
(b) Dispose of the goodwill of the business;
(c) Do any other act which would make it impossible to carry on the
ordinary business of a partnership;
(d) Confess a judgment; or
(e) Submit a partnership claim or liability to arbitration or
reference.
4. No act of a partner in contravention of a restriction on
authority shall bind the partnership to persons having knowledge of the
restriction.
5. One or more of the partners designated in an agreement among
all of the partners may sell all or substantially all of the property of
the partnership without the unanimous approval or consent of the partners
if:
(a) The sale is approved by a vote; or
(b) The prior consent of the partners for a sale of all or
substantially all of the property has been given in an agreement among
the partners,
Ê and written notice of the sale is sent by registered or certified mail
to all partners at least 15 days before the date of the sale.
[9:74:1931; 1931 NCL § 5028.08]—(NRS A 1987, 375)
1. Where title to real property is in the partnership name, any
partner may convey title to such property by a conveyance signed in the
partnership name, but the partnership may recover such property unless
the partner’s act binds the partnership under the provisions of
subsection 1 of NRS 87.090 or unless
such property has been conveyed by the grantee or a person claiming
through such grantee to a holder for value without knowledge that the
partner, in making the conveyance, has exceeded his authority.
2. Where title to real property is in the name of the partnership,
a conveyance signed by a partner, in his own name, passes the equitable
interest of the partnership, provided the act is one within the authority
of the partner under the provisions of subsection 1 of NRS 87.090 .
3. Where title to real property is in the name of one or more but
not all the partners, and the record does not disclose the right of the
partnership, the partners in whose name the title stands may convey title
to such property, but the partnership may recover such property if the
partners’ act does not bind the partnership under the provisions of
subsection 1 of NRS 87.090 , unless the
purchaser, or his assignee, is a holder for value without knowledge.
4. Where the title to real property is in the name of one or more
or all the partners, or in a third person in trust for the partnership, a
conveyance signed by a partner in the partnership name, or in his own
name, passes the equitable interest of the partnership, provided the act
is one within the authority of the partner under the provisions of
subsection 1 of NRS 87.090 .
5. Where the title to real property is in the names of all the
partners a conveyance signed by all the partners passes all their rights
in such property.
[10:74:1931; 1931 NCL § 5028.09]—(NRS A 2003, 3144 )
[Effective
through June 30, 2006.] An admission or representation made by any
partner concerning partnership affairs within the scope of his authority
as conferred by this chapter is evidence against the partnership.
[11:74:1931; 1931 NCL § 5028.10]—(NRS A 2005, 442 )
[Effective
July 1, 2006.] An admission or representation made by any partner
concerning partnership affairs within the scope of his authority as
conferred by NRS 87.010 to 87.430
, inclusive, is evidence against the
partnership.
[11:74:1931; 1931 NCL § 5028.10]—(NRS A 2005, 442 , effective July 1, 2006)
Notice to any partner of any matter relating to partnership
affairs, and the knowledge of the partner acting in the particular
matter, acquired while a partner or then present to his mind, and the
knowledge of any other partner who reasonably could and should have
communicated it to the acting partner, operate as notice to or knowledge
of the partnership, except in the case of a fraud on the partnership
committed by or with the consent of that partner.
[12:74:1931; 1931 NCL § 5028.11]
Where by
any wrongful act or omission of any partner acting in the ordinary course
of the business of the partnership or with the authority of his
copartners, loss or injury is caused to any person, not being a partner
in the partnership, or any penalty is incurred, the partnership is liable
therefor to the same extent as the partner so acting or omitting to act.
[13:74:1931; 1931 NCL § 5028.12]
The status of a
partnership as a registered limited-liability partnership, and the
liability of its partners, are not affected by errors in the information
contained in a certificate of registration or an annual list required to
be filed with the Secretary of State, or by changes after the filing of
such a certificate or list in the information contained in the
certificate or list.
(Added to NRS by 1995, 1467)
FOREIGN REGISTERED LIMITED-LIABILITY PARTNERSHIPS
1. Each foreign registered limited-liability 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
registered limited-liability partnership with the Secretary of State, 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, file with the Secretary of State a list, on a form
furnished by him, that contains:
(a) The name of the foreign registered limited-liability
partnership;
(b) The file number of the foreign registered limited-liability
partnership, if known;
(c) The names of all its managing partners;
(d) The address, either residence or business, of each managing
partner;
(e) The name and street address of its lawfully designated resident
agent in this State; and
(f) The signature of a managing partner of the foreign registered
limited-liability partnership 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 the foreign registered
limited-liability partnership:
(a) Has complied with the provisions of NRS 360.780 ; and
(b) 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.
3. Upon filing:
(a) The initial list required by this section, the foreign
registered limited-liability partnership shall pay to the Secretary of
State a fee of $125.
(b) Each annual list required by this section, the foreign
registered limited-liability partnership shall pay to the Secretary of
State a fee of $125.
4. If a managing partner of a foreign registered limited-liability
partnership resigns and the resignation is not reflected on the annual or
amended list of managing partners, the foreign registered
limited-liability partnership or the managing 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, cause to be mailed to
each foreign registered limited-liability partnership which is required
to comply with the provisions of NRS 87.541 to 87.544 ,
inclusive, and which has not become delinquent, the blank forms to be
completed and filed with him. Failure of any foreign registered
limited-liability partnership to receive the forms does not excuse it
from the penalty imposed by the provisions of NRS 87.541 to 87.544 ,
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 registered limited-liability
partnership not in default which is received by the Secretary of State
more than 90 days before its due date must 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.
(Added to NRS by 2003, 20th Special Session, 74 ; A 2005, 2263 )
If
a foreign registered limited-liability partnership has filed the initial
or annual list in compliance with NRS 87.541 and has paid the appropriate fee for the
filing, the cancelled check or other proof of payment received by the
foreign registered limited-liability partnership constitutes a
certificate authorizing it to transact its business within this State
until the last day of the month in which the anniversary of its
qualification to transact business occurs in the next succeeding calendar
year.
(Added to NRS by 2003, 20th Special Session, 75 )
1. Each list required to be filed under the provisions of NRS
87.541 to 87.544 , inclusive, must, after the name of each
managing partner listed thereon, set forth the address, either residence
or business, of each managing partner.
2. If the addresses are not stated for each person on any list
offered for filing, the Secretary of State may refuse to file the list,
and the foreign registered limited-liability partnership for which the
list has been offered for filing is subject to all the provisions of NRS
87.541 to 87.544 , inclusive, relating to failure to file the
list within or at the times therein specified, unless a list is
subsequently submitted for filing which conforms to the provisions of
this section.
(Added to NRS by 2003, 20th Special Session, 75 )
1. Each foreign registered limited-liability partnership which is
required to make a filing and pay the fee prescribed in NRS 87.541 to 87.544 ,
inclusive, and which refuses or neglects to do so within the time
provided is in default.
2. For default there must be added to the amount of the fee a
penalty of $75, and unless the filing is made and the fee and penalty are
paid on or before the last day of the month in which the anniversary date
of the foreign registered limited-liability partnership occurs, the
defaulting foreign registered limited-liability partnership by reason of
its default forfeits its right to transact any business within this
State. The fee and penalty must be collected as provided in this chapter.
(Added to NRS by 2003, 20th Special Session, 75 )
1. The Secretary of State shall notify, by providing written
notice to its resident agent, each foreign registered limited-liability
partnership deemed in default pursuant to NRS 87.5425 . The written notice:
(a) Must include a statement indicating the amount of the filing
fee, penalties incurred and costs remaining unpaid.
(b) At the request of the resident agent, may be provided
electronically.
2. Immediately after the last day of the month in which the
anniversary date of its registration occurs, the Secretary of State shall
compile a complete list containing the names of all foreign registered
limited-liability partnerships whose right to transact business has been
forfeited.
3. The Secretary of State shall notify, by providing written
notice to its resident agent, each foreign registered limited-liability
partnership specified in subsection 2 of the forfeiture of its right to
transact business. The written notice:
(a) Must include a statement indicating the amount of the filing
fee, penalties incurred and costs remaining unpaid.
(b) At the request of the resident agent, may be provided
electronically.
(Added to NRS by 2003, 20th Special Session, 75 )
1. Except as otherwise provided in subsections 3 and 4, the
Secretary of State shall reinstate a foreign registered limited-liability
partnership which has forfeited or which forfeits its right to transact
business under the provisions of this chapter and shall restore to the
foreign registered limited-liability partnership its right to transact
business in this State, and to exercise its privileges and immunities, if
it:
(a) Files with the Secretary of State:
(1) The list required by NRS 87.541 ; and
(2) A certificate of acceptance of appointment signed by its
resident agent; and
(b) Pays to the Secretary of State:
(1) The filing fee and penalty set forth in NRS 87.541
and 87.5425 for each year or portion thereof that its
right to transact business was forfeited; and
(2) A fee of $300 for reinstatement.
2. When the Secretary of State reinstates the foreign registered
limited-liability partnership, he shall issue to the foreign registered
limited-liability partnership a certificate of reinstatement if the
foreign registered limited-liability partnership:
(a) Requests a certificate of reinstatement; and
(b) Pays the required fees pursuant to NRS 87.550 .
3. The Secretary of State shall not order a reinstatement unless
all delinquent fees and penalties have been paid and the revocation of
the right to transact business occurred only by reason of failure to pay
the fees and penalties.
4. If the right of a foreign registered limited-liability
partnership to transact business in this State has been forfeited
pursuant to the provisions of this chapter and has remained forfeited for
a period of 5 consecutive years, the right to transact business must not
be reinstated.
(Added to NRS by 2003, 20th Special Session, 76 )
1. Except as otherwise provided in subsection 2, if a foreign
registered limited-liability 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 registered limited-liability partnership must submit in writing
in its application for reinstatement 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 registered
limited-liability partnership under that new name.
2. If the applying foreign registered limited-liability
partnership submits the written, acknowledged consent of the artificial
person having a name, or the person who has reserved a name, which is not
distinguishable from the old name of the applying foreign registered
limited-liability partnership or a new name it has submitted, it may be
reinstated under that name.
3. For the purposes of this section, a proposed name is not
distinguishable from a name on file or reserved solely because one or the
other contains distinctive lettering, a distinctive mark, a trademark or
a trade name, or any combination thereof.
4. The Secretary of State may adopt regulations that interpret the
requirements of this section.
(Added to NRS by 2003, 20th Special Session, 76 )
MISCELLANEOUS PROVISIONS
1. Each record filed with the Secretary of State pursuant to this
chapter must be on or accompanied by a form prescribed by the Secretary
of State.
2. The Secretary of State may refuse to file a record which does
not comply with subsection 1 or which does not contain all of the
information required by statute for filing the record.
3. If the provisions of the form prescribed by the Secretary of
State conflict with the provisions of any record that is submitted for
filing with the form:
(a) The provisions of the form control for all purposes with
respect to the information that is required by statute to appear in the
record in order for the record to be filed; and
(b) Unless otherwise provided in the record, the provisions of the
record control in every other situation.
4. The Secretary of State may by regulation provide for the
electronic filing of records with the Office of the Secretary of State.
(Added to NRS by 2003, 20th Special Session, 73 )
A managing partner of a registered
limited-liability partnership may authorize the Secretary of State in
writing to replace any page of a record submitted for filing on an
expedited basis, before the actual filing, and to accept the page as if
it were part of the original record. The signed authorization of the
managing partner to the Secretary of State permits, but does not require,
the Secretary of State to alter the original record as requested.
(Added to NRS by 1997, 2815; A 2003, 3146 )
1. A registered limited-liability partnership may correct a record
filed in the Office of the Secretary of State with respect to the
registered limited-liability partnership if the record contains an
inaccurate description of a partnership action or if the record was
defectively signed, attested, sealed, verified or acknowledged.
2. To correct a record, the registered limited-liability
partnership must:
(a) Prepare a certificate of correction that:
(1) States the name of the registered limited-liability
partnership;
(2) Describes the record, including, without limitation, its
filing date;
(3) Specifies the inaccuracy or defect;
(4) Sets forth the inaccurate or defective portion of the
record in an accurate or corrected form; and
(5) Is signed by a managing partner of the registered
limited-liability partnership.
(b) Deliver the certificate to the Secretary of State for filing.
(c) Pay a filing fee of $175 to the Secretary of State.
3. A certificate of correction is effective on the effective date
of the record it corrects except as to persons relying on the uncorrected
record and adversely affected by the correction. As to those persons, the
certificate is effective when filed.
(Added to NRS by 2001, 1396 ; A 2001, 3198 , 3199 ; 2003, 3146 ; 2003, 20th Special Session, 83 )
In addition to any other fees required by NRS
87.440 to 87.540 , inclusive, and 87.560 , the Secretary of State shall charge and
collect the following fees for services rendered pursuant to those
sections:
1. For certifying records required by NRS 87.440 to 87.540 ,
inclusive, and 87.560 , $30 per
certification.
2. For signing a certificate verifying the existence of a
registered limited-liability partnership, if the registered
limited-liability partnership has not filed a certificate of amendment,
$50.
3. For signing a certificate verifying the existence of a
registered limited-liability partnership, if the registered
limited-liability partnership has filed a certificate of amendment, $50.
4. For signing, certifying or filing any certificate or record not
required by NRS 87.440 to 87.540 , inclusive, and 87.560 , $50.
5. For any copies provided by the Office of the Secretary of
State, $2 per page.
6. For examining and provisionally approving any record before the
record is presented for filing, $125.
(Added to NRS by 1995, 1470; A 1999, 1620 ; 2001, 1397 , 3186 , 3199 ; 2003, 3146 ; 2003, 20th Special Session, 83 ; 2005, 2264 )
1. To the extent permitted by the law of that jurisdiction:
(a) A partnership, including a registered limited-liability
partnership, formed and existing under this chapter, may conduct its
business, carry on its operations, and exercise the powers granted by
this chapter in any state, territory, district or possession of the
United States or in any foreign country.
(b) The internal affairs of a partnership, including a registered
limited-liability partnership, formed and existing under this chapter,
including the liability of partners for debts, obligations and
liabilities of or chargeable to the partnership, are governed by the law
of this State.
2. Subject to any statutes for the regulation and control of
specific types of business, a registered limited-liability partnership,
formed and existing under the law of another jurisdiction, may do
business in this State if it first registers with the Secretary of State
pursuant to the provisions of NRS 87.440 to 87.500 ,
inclusive, and 87.541 to 87.544 , inclusive.
3. The name of a partnership that is registered as a
limited-liability partnership in another jurisdiction and doing business
in this State must contain the words “Limited-Liability Partnership” or
“Registered Limited-Liability Partnership” or the abbreviations “L.L.P.”
or “LLP,” or such other words or abbreviations as may be required or
authorized by the law of the other jurisdiction, as the last words or
letters of the name.
(Added to NRS by 1995, 1468)
The
partnership is bound to make good the loss:
1. Where one partner acting within the scope of his apparent
authority receives money or property of a third person and misapplies it;
and
2. Where the partnership in the course of its business receives
money or property of a third person and the money or property so received
is misapplied by any partner while it is in the custody of the
partnership.
[14:74:1931; 1931 NCL § 5028.13]
1. Except as otherwise provided in subsection 2, all partners are
liable:
(a) Jointly and severally for everything chargeable to the
partnership under NRS 87.130 and 87.140
.
(b) Jointly for all other debts and obligations of the partnership;
but any partner may enter into a separate obligation to perform a
partnership contract.
2. Subject to subsection 3, a partner in a registered
limited-liability partnership is not liable directly or indirectly, by
way of indemnification, contribution, assessment or otherwise, for debts,
obligations or liabilities of or chargeable to the partnership, whether
in contract, tort or otherwise, arising from omissions, negligence,
wrongful acts, misconduct or malpractice committed while the partnership
is a registered limited-liability partnership and in the course of the
partnership business by another partner or an employee, agent or
representative of the partnership.
3. Subsection 2 does not affect the liability of a partner in a
registered limited-liability partnership for his own omissions,
negligence, wrongful acts, misconduct or malpractice or that of any
person under his direct supervision and control.
4. A partner in a registered limited-liability partnership is not
a proper party to a proceeding by or against the registered
limited-liability partnership, the object of which is to recover damages
or enforce the obligations arising out of the acts, omissions,
malpractice or misconduct of the type described in subsection 2 unless he
is personally liable under subsection 3.
[15:74:1931; 1931 NCL § 5028.14]—(NRS A 1995, 1471)
1. When a person, by words spoken or written or by conduct,
represents himself, or consents to another representing him to any one,
as a partner in an existing partnership or with one or more persons not
actual partners, he is liable to any such person to whom such
representation has been made who has, on the faith of such
representation, given credit to the actual or apparent partnership, and
if he has made such representation or consented to its being made in a
public manner he is liable to such person, whether the representation has
or has not been made or communicated to such person so giving credit by
or with the knowledge of the apparent partner making the representation
or consenting to its being made.
(a) When a partnership liability results, he is liable as though he
were an actual member of the partnership.
(b) When no partnership liability results, he is liable jointly
with the other persons, if any, so consenting to the contract or
representation as to incur liability, otherwise separately.
2. When a person has been thus represented to be a partner in an
existing partnership, or with one or more persons not actual partners, he
is an agent of the persons consenting to such representation to bind them
to the same extent and in the same manner as though he were a partner in
fact, with respect to persons who rely upon the representation. Where all
the members of the existing partnership consent to the representation, a
partnership act or obligation results; but in all other cases it is the
joint act or obligation of the person acting and the persons consenting
to the representation.
[16:74:1931; 1931 NCL § 5028.15]
A person admitted as a
partner into an existing partnership is liable for all the obligations of
the partnership arising before his admission as though he had been a
partner when such obligations were incurred, except that this liability
shall be satisfied only out of partnership property.
[17:74:1931; 1931 NCL § 5028.16]
Relations of Partners to One Another
The
rights and duties of the partners in relation to the partnership are
determined, subject to any agreement between them, by the following rules:
1. Each partner must be repaid his contributions, whether by way
of capital or advances to the partnership property, and share equally in
the profits and surplus remaining after all liabilities, including those
to partners, are satisfied. Except as otherwise provided in subsection 2
of NRS 87.150 , each partner shall
contribute towards the losses, whether of capital or otherwise, sustained
by the partnership according to his share in the profits.
2. The partnership shall indemnify every partner in respect of
payments made and personal liabilities reasonably incurred by him in the
ordinary and proper conduct of its business, or for the preservation of
its business or property.
3. A partner, who in aid of the partnership makes any payment or
advance beyond the amount of capital which he agreed to contribute, must
be paid interest from the date of the payment or advance.
4. A partner may receive interest on the capital contributed by
him only from the date when repayment should be made.
5. All partners have equal rights in the management and conduct of
the partnership business.
6. No partner is entitled to remuneration for acting in the
partnership business, except that a surviving partner is entitled to
reasonable compensation for his services in winding up the partnership
affairs.
7. No person may become a member of a partnership without the
consent of all the partners.
8. Any difference arising as to ordinary matters connected with
the partnership business may be decided by a majority of the partners. No
act in contravention of any agreement between the partners may be done
rightfully without the consent of all the partners.
[18:74:1931; 1931 NCL § 5028.17]—(NRS A 1995, 1471)
The partnership books shall be
kept, subject to any agreement between the partners, at the principal
place of business of the partnership, and every partner shall at all
times have access to and may inspect and copy any of them.
[19:74:1931; 1931 NCL § 5028.18]
Partners shall
render on demand true and full information of all things affecting the
partnership to any partner or the legal representative of any deceased
partner or partner under legal disability.
[20:74:1931; 1931 NCL § 5028.19]
1. Every partner must account to the partnership for any benefit
and hold as trustee for it any profits derived by him without the consent
of the other partners from any transaction connected with the formation,
conduct, or liquidation of the partnership or from any use by him of its
property.
2. This section applies also to the representatives of a deceased
partner engaged in the liquidation of the affairs of the partnership as
the personal representatives of the last surviving partner.
[21:74:1931; 1931 NCL § 5028.20]
Any partner shall have the
right to a formal account as to partnership affairs:
1. If he is wrongfully excluded from the partnership business or
possession of its property by his copartners;
2. If the right exists under the terms of any agreement;
3. As provided by NRS 87.210 ; or
4. Whenever other circumstances render it just and reasonable.
[22:74:1931; 1931 NCL § 5028.21]
1. When a partnership for a fixed term or particular undertaking
is continued after the termination of such term or particular undertaking
without any express agreement, the rights and duties of the partners
remain the same as they were at such termination, so far as is consistent
with a partnership at will.
2. A continuation of the business by partners or such of them as
habitually acted therein during the term, without any settlement or
liquidation of the partnership affairs, is prima facie evidence of a
continuation of the partnership.
[23:74:1931; 1931 NCL § 5028.22]
Property Rights of Partners
The property
rights of a partner are:
1. His rights in specific partnership property;
2. His interest in the partnership; and
3. His right to participate in the management.
[24:74:1931; 1931 NCL § 5028.23]
[Effective through June 30, 2006.]
1. A partner is co-owner with his partners of specific partnership
property holding as a tenant in partnership.
2. The incidents of this tenancy are such that:
(a) A partner, subject to the provisions of this chapter and to any
agreement between the partners, has an equal right with his partners to
possess specific partnership property for partnership purposes; but he
has no right to possess such property for any other purpose without the
consent of his partners.
(b) A partner’s right in specific partnership property is not
assignable except in connection with the assignment of rights of all the
partners in the same property.
(c) A partner’s right in specific partnership property is not
subject to attachment or execution, except on a claim against the
partnership. When partnership property is attached for a partnership debt
the partners, or any of them, or the representatives of a deceased
partner, cannot claim any right under the homestead or exemption laws.
(d) On the death of a partner his right in specific partnership
property vests in the surviving partner or partners, except where the
deceased was the last surviving partner, when his right in such property
vests in his legal representative. Such surviving partner or partners, or
the legal representative of the last surviving partner, has no right to
possess the partnership property for any but a partnership purpose.
(e) A partner’s right in specific partnership property is not
subject to dower, curtesy or allowances to widows, heirs or next of kin.
[25:74:1931; 1931 NCL § 5028.24]—(NRS A 2005, 442 )
[Effective July 1, 2006.]
1. A partner is co-owner with his partners of specific partnership
property holding as a tenant in partnership.
2. The incidents of this tenancy are such that:
(a) A partner, subject to the provisions of NRS 87.010 to 87.430 ,
inclusive, and to any agreement between the partners, has an equal right
with his partners to possess specific partnership property for
partnership purposes; but he has no right to possess such property for
any other purpose without the consent of his partners.
(b) A partner’s right in specific partnership property is not
assignable except in connection with the assignment of rights of all the
partners in the same property.
(c) A partner’s right in specific partnership property is not
subject to attachment or execution, except on a claim against the
partnership. When partnership property is attached for a partnership debt
the partners, or any of them, or the representatives of a deceased
partner, cannot claim any right under the homestead or exemption laws.
(d) On the death of a partner his right in specific partnership
property vests in the surviving partner or partners, except where the
deceased was the last surviving partner, when his right in such property
vests in his legal representative. Such surviving partner or partners, or
the legal representative of the last surviving partner, has no right to
possess the partnership property for any but a partnership purpose.
(e) A partner’s right in specific partnership property is not
subject to dower, curtesy or allowances to widows, heirs or next of kin.
[25:74:1931; 1931 NCL § 5028.24]—(NRS A 2005, 442 , effective July 1, 2006)
A
partner’s interest in the partnership is his share of the profits and
surplus, and the same is personal property.
[26:74:1931; 1931 NCL § 5028.25]
1. A conveyance by a partner of his interest in the partnership
does not of itself dissolve the partnership, nor, as against the other
partners in the absence of agreement, entitle the assignee, during the
continuance of the partnership, to interfere in the management or
administration of the partnership business or affairs, or to require any
information or account of partnership transactions, or to inspect the
partnership books; but it merely entitles the assignee to receive in
accordance with his contract the profits to which the assigning partner
would otherwise be entitled.
2. In case of a dissolution of the partnership, the assignee is
entitled to receive his assignor’s interest and may require an account
from the date only of the last account agreed to by all the partners.
[27:74:1931; 1931 NCL § 5028.26]
[Effective through June 30, 2006.]
1. On due application to a competent court by any judgment
creditor of a partner, the court which entered the judgment, order, or
decree, or any other court, may charge the interest of the debtor partner
with payment of the unsatisfied amount of such judgment debt with
interest thereon; and may then or later appoint a receiver of his share
of the profits, and of any other money due or to fall due to him in
respect of the partnership, and make all other orders, directions,
accounts and inquiries which the debtor partner might have made, or which
the circumstances of the case may require.
2. The interest charged may be redeemed at any time before
foreclosure, or in case of a sale being directed by the court may be
purchased without thereby causing a dissolution:
(a) With separate property, by any one or more of the partners; or
(b) With partnership property, by any one or more of the partners
with the consent of all the partners whose interests are not so charged
or sold.
3. Nothing in this chapter shall be held to deprive a partner of
his right, if any, under the exemption laws, as regards his interest in
the partnership.
[28:74:1931; 1931 NCL § 5028.27]—(NRS A 2005, 442 )
[Effective July 1, 2006.]
1. On due application to a competent court by any judgment
creditor of a partner, the court which entered the judgment, order, or
decree, or any other court, may charge the interest of the debtor partner
with payment of the unsatisfied amount of such judgment debt with
interest thereon; and may then or later appoint a receiver of his share
of the profits, and of any other money due or to fall due to him in
respect of the partnership, and make all other orders, directions,
accounts and inquiries which the debtor partner might have made, or which
the circumstances of the case may require.
2. The interest charged may be redeemed at any time before
foreclosure, or in case of a sale being directed by the court may be
purchased without thereby causing a dissolution:
(a) With separate property, by any one or more of the partners; or
(b) With partnership property, by any one or more of the partners
with the consent of all the partners whose interests are not so charged
or sold.
3. Nothing in the provisions of NRS 87.010 to 87.430 ,
inclusive, shall be held to deprive a partner of his right, if any, under
the exemption laws, as regards his interest in the partnership.
[28:74:1931; 1931 NCL § 5028.27]—(NRS A 2005, 442 , effective July 1, 2006)
Dissolution and Winding Up
The dissolution of a partnership
is the change in the relation of the partners caused by any partner
ceasing to be associated in the carrying on as distinguished from the
winding up of the business.
[29:74:1931; 1931 NCL § 5028.28]
On
dissolution the partnership is not terminated, but continues until the
winding up of partnership affairs is completed.
[30:74:1931; 1931 NCL § 5028.29]
Dissolution is caused:
1. Without violation of the agreement between the partners:
(a) By the termination of the definite term or particular
undertaking specified in the agreement;
(b) By the express will of any partner when no definite term or
particular undertaking is specified;
(c) By the express will of all the partners who have not assigned
their interests or suffered them to be charged for their separate debts,
either before or after the termination of any specified term or
particular undertaking; or
(d) By the expulsion of any partner from the business bona fide in
accordance with such a power conferred by the agreement between the
partners;
2. In contravention of the agreement between the partners, where
the circumstances do not permit a dissolution under any other provision
of this section, by the express will of any partner at any time;
3. By any event which makes it unlawful for the business of the
partnership to be carried on or for the members to carry it on in
partnership;
4. By the death of any partner;
5. By the bankruptcy of any partner or the partnership; or
6. By decree of court under NRS 87.320 .
[31:74:1931; 1931 NCL § 5028.30]
1. On application by or for a partner the court shall decree a
dissolution whenever:
(a) A partner has been declared a lunatic in any judicial
proceeding or is shown to be of unsound mind;
(b) A partner becomes in any other way incapable of performing his
part of the partnership contract;
(c) A partner has been guilty of such conduct as tends to affect
prejudicially the carrying on of the business;
(d) A partner willfully or persistently commits a breach of the
partnership agreement, or otherwise so conducts himself in matters
relating to the partnership business that it is not reasonably
practicable to carry on the business in partnership with him;
(e) The business of the partnership can only be carried on at a
loss; or
(f) Other circumstances render a dissolution equitable.
2. On the application of the purchaser of a partner’s interest
under NRS 87.270 or 87.280 :
(a) After the termination of the specified term or particular
undertaking; or
(b) At any time if the partnership was a partnership at will when
the interest was assigned or when the charging order was issued.
[32:74:1931; 1931 NCL § 5028.31]
Except so far as may be necessary to wind up partnership affairs or to
complete transactions begun but not then finished, dissolution terminates
all authority of any partner to act for the partnership:
1. With respect to the partners:
(a) When the dissolution is not by the act, bankruptcy or death of
a partner; or
(b) When the dissolution is by such act, bankruptcy or death of a
partner, in cases where NRS 87.340 so
requires.
2. With respect to persons not partners, as declared in NRS 87.350
.
[33:74:1931; 1931 NCL § 5028.32]
Where the dissolution is caused by the act, death or
bankruptcy of a partner, each partner is liable to his copartners for his
share of any liability created by any partner acting for the partnership
as if the partnership had not been dissolved unless:
1. The dissolution being by act of any partner, the partner acting
for the partnership had knowledge of the dissolution;
2. The dissolution being by the death or bankruptcy of a partner,
the partner acting for the partnership had knowledge or notice of the
death or bankruptcy; or
3. The liability is one for which he is not liable under
subsection 2 of NRS 87.150 .
[34:74:1931; 1931 NCL § 5028.33]—(NRS A 1995, 1472)
1. After dissolution a partner can bind the partnership except as
provided in subsection 3:
(a) By any act appropriate for winding up partnership affairs or
completing transactions unfinished at dissolution;
(b) By any transaction which would bind the partnership if
dissolution had not taken place, provided the other party to the
transaction:
(1) Had extended credit to the partnership prior to
dissolution and had no knowledge or notice of the dissolution; or
(2) Though he had not so extended credit, had nevertheless
known of the partnership prior to dissolution and, having no knowledge or
notice of dissolution, the fact of dissolution had not been advertised in
a newspaper of general circulation in the place (or in each place if more
than one) at which the partnership business was regularly carried on.
2. The liability of a partner under paragraph (b) of subsection 1
shall be satisfied out of partnership assets alone when such partner had
been prior to dissolution:
(a) Unknown as a partner to the person with whom the contract is
made; and
(b) So far unknown and inactive in partnership affairs that the
business reputation of the partnership could not be said to have been in
any degree due to his connection with it.
3. The partnership is in no case bound by any act of a partner
after dissolution:
(a) Where the partnership is dissolved because it is unlawful to
carry on the business, unless the act is appropriate for winding up
partnership affairs;
(b) Where the partner has become bankrupt; or
(c) Where the partner has no authority to wind up partnership
affairs, except by a transaction with one who:
(1) Had extended credit to the partnership prior to
dissolution and had no knowledge or notice of his want of authority; or
(2) Had not extended credit to the partnership prior to
dissolution, and, having no knowledge or notice of his want of authority,
the fact of his want of authority has not been advertised in the manner
provided for advertising the fact of dissolution in subparagraph (2) of
paragraph (b) of subsection 1.
4. Nothing in this section shall affect the liability under NRS
87.160 of any person who after
dissolution represents himself or consents to another representing him as
a partner in a partnership engaged in carrying on business.
[35:74:1931; 1931 NCL § 5028.34]
1. The dissolution of the partnership does not of itself discharge
the existing liability of any partner.
2. A partner is discharged from any existing liability upon
dissolution of the partnership by an agreement to that effect between
himself, the partnership creditor and the person or partnership
continuing the business. Such an agreement may be inferred from the
course of dealing between the creditor having knowledge of the
dissolution and the person or partnership continuing the business.
3. Where a person agrees to assume the existing obligations of a
dissolved partnership, the partners whose obligations have been assumed
are discharged from any liability to any creditor of the partnership who,
knowing of the agreement, consents to a material alteration in the nature
or time of payment of such obligations.
4. The individual property of a deceased partner is liable for all
obligations of the partnership incurred while he was a partner and for
which he was liable under NRS 87.150 ,
but is subject to the prior payment of his separate debts.
[36:74:1931; 1931 NCL § 5028.35]—(NRS A 1995, 1472)
Unless otherwise agreed the partners
who have not wrongfully dissolved the partnership, or the legal
representative of the last surviving partner, not bankrupt, has the right
to wind up the partnership affairs; provided, however, that any partner,
his legal representative or his assignee, upon cause shown, may obtain
winding up by the court.
[37:74:1931; 1931 NCL § 5028.36]
1. When dissolution is caused in any way, except in contravention
of the partnership agreement, each partner as against his copartners and
all persons claiming through them in respect of their interests in the
partnership, unless otherwise agreed, may have the partnership property
applied to discharge its liabilities, and the surplus applied to pay in
cash the net amount owing to the respective partners. But if dissolution
is caused by expulsion of a partner, bona fide under the partnership
agreement and if the expelled partner is discharged from all partnership
liabilities, either by payment or agreement under subsection 2 of NRS
87.360 , he shall receive in cash only
the net amount due him from the partnership.
2. When dissolution is caused in contravention of the partnership
agreement the rights of the partners shall be as follows:
(a) Each partner who has not caused dissolution wrongfully shall
have:
(1) All the rights specified in subsection 1 of this
section; and
(2) The right, as against each partner who has caused the
dissolution wrongfully, to damages for breach of the agreement.
(b) The partners who have not caused the dissolution wrongfully, if
they all desire to continue the business in the same name, either by
themselves or jointly with others, may do so, during the agreed term for
the partnership, and for that purpose may possess the partnership
property, provided they secure the payment by bond approved by the court,
or pay to any partner who has caused the dissolution wrongfully, the
value of his interest in the partnership at the dissolution, less any
damages recoverable under subparagraph (2) of paragraph (a) of subsection
2, and in like manner indemnify him against all present or future
partnership liabilities.
(c) A partner who has caused the dissolution wrongfully shall have:
(1) If the business is not continued under the provisions of
paragraph (b) of subsection 2, all the rights of a partner under
subsection 1, subject to subparagraph (2) of paragraph (a) of subsection
2; or
(2) If the business is continued under paragraph (b) of
subsection 2, the right as against his copartners and all claiming
through them in respect of their interests in the partnership, to have
the value of his interest in the partnership, less any damages caused to
his copartners by the dissolution, ascertained and paid to him in cash,
or the payment secured by bond approved by the court, and to be released
from all existing liabilities of the partnership; but in ascertaining the
value of the partner’s interest the value of the goodwill of the business
shall not be considered.
[38:74:1931; 1931 NCL § 5028.37]
Where a partnership contract is rescinded on the
ground of the fraud or misrepresentation of one of the parties thereto,
the party entitled to rescind is, without prejudice to any other right,
entitled:
1. To a lien on, or a right of retention of, the surplus of the
partnership property after satisfying the partnership liabilities to
third persons for any sum of money paid by him for the purchase of an
interest in the partnership and for any capital or advances contributed
by him;
2. To stand, after all liabilities to third persons have been
satisfied, in the place of the creditors of the partnership for any
payments made by him in respect of the partnership liabilities; and
3. To be indemnified by the person guilty of the fraud or making
the representation against all debts and liabilities of the partnership.
[Part 39:74:1931; 1931 NCL § 5028.38]
In settling accounts between
the partners after dissolution, the following rules must be observed,
subject to any agreement to the contrary:
1. The assets of the partnership are:
(a) The partnership property; and
(b) The contributions of the partners specified in subsection 4.
2. The liabilities of the partnership rank in order of payment, as
follows:
(a) Those owing to creditors other than partners.
(b) Those owing to partners other than for capital and profits.
(c) Those owing to partners in respect of capital.
(d) Those owing to partners in respect of profits.
3. The assets must be applied in order of their declaration in
subsection 1 to the satisfaction of the liabilities.
4. Except as otherwise provided in subsection 2 of NRS 87.150
:
(a) The partners shall contribute, as provided by subsection 1 of
NRS 87.180 , the amount necessary to
satisfy the liabilities; and
(b) If any, but not all, of the partners are insolvent, or, not
being subject to process, refuse to contribute, the other partners shall
contribute their share of the liabilities, and, in the relative
proportions in which they share the profits, the additional amount
necessary to pay the liabilities.
5. An assignee for the benefit of creditors or any person
appointed by the court may enforce the contributions specified in
subsection 4.
6. Any partner or his legal representative may enforce the
contributions specified in subsection 4, to the extent of the amount
which he has paid in excess of his share of the liability.
7. The individual property of a deceased partner is liable for the
contributions specified in subsection 4.
8. When partnership property and the individual properties of the
partners are in possession of a court for distribution, partnership
creditors have priority on partnership property and separate creditors on
individual property, saving the rights of lien or secured creditors as
heretofore.
9. Where a partner has become bankrupt or his estate is insolvent,
the claims against his separate property rank in the following order:
(a) Those owing to separate creditors.
(b) Those owing to partnership creditors.
(c) Those owing to partners by way of contribution.
[Part 39:74:1931; 1931 NCL § 5028.38]—(NRS A 1995, 1473)
1. When any new partner is admitted into an existing partnership,
or when any partner retires and assigns (or the representative of the
deceased partner assigns) his rights in partnership property to two or
more of the partners, or to one or more of the partners and one or more
third persons, if the business is continued without liquidation of the
partnership affairs, creditors of the first or dissolved partnership are
also creditors of the partnership so continuing the business.
2. When all but one partner retire and assign (or the
representative of a deceased partner assigns) their rights in partnership
property to the remaining partner, who continues the business without
liquidation of partnership affairs, either alone or with others,
creditors of the dissolved partnership are also creditors of the person
or partnership so continuing the business.
3. When any partner retires or dies and the business of the
dissolved partnership is continued as set forth in subsections 1 and 2,
with the consent of the retired partners or the representative of the
deceased partner, but without any assignment of his right in partnership
property, rights of creditors of the dissolved partnership and of the
creditors of the person or partnership continuing the business shall be
as if such assignment had been made.
4. When all the partners or their representatives assign their
rights in partnership property to one or more third persons who promise
to pay the debts and who continue the business of the dissolved
partnership, creditors of the dissolved partnership are also creditors of
the person or partnership continuing the business.
5. When any partner wrongfully causes a dissolution and the
remaining partners continue the business under the provisions of
paragraph (b) of subsection 2 of NRS 87.380 , either alone or with others, and without
liquidation of the partnership affairs, creditors of the dissolved
partnership are also creditors of the person or partnership continuing
the business.
6. When a partner is expelled and the remaining partners continue
the business either alone or with others, without liquidation of the
partnership affairs, creditors of the dissolved partnership are also
creditors of the person or partnership continuing the business.
7. The liability of a third person becoming a partner in the
partnership continuing the business, under this section, to the creditors
of the dissolved partnership shall be satisfied out of partnership
property only.
8. When the business of a partnership after dissolution is
continued under any conditions set forth in this section the creditors of
the dissolved partnership, as against the separate creditors of the
retiring or deceased partner or the representative of the deceased
partner, have a prior right to any claim of the retired partner or the
representative of the deceased partner against the person or partnership
continuing the business, on account of the retired or deceased partner’s
interest in the dissolved partnership or on account of any consideration
promised for such interest or for his right in partnership property.
9. Nothing in this section shall be held to modify any right of
creditors to set aside any assignment on the ground of fraud.
10. The use by the person or partnership continuing the business
of the partnership name, or the name of the deceased partner as part
thereof, shall not of itself make the individual property of the deceased
partner liable for any debts contracted by such person or partnership.
[40:74:1931; 1931 NCL § 5028.39]
When any partner retires or dies,
and the business is continued under any of the conditions set forth in
subsections 1, 2, 3, 5 and 6 of NRS 87.410 , or paragraph (b) of subsection 2 of NRS
87.380 , without any settlement of
accounts as between him or his estate and the person or partnership
continuing the business, unless otherwise agreed, he or his legal
representative as against such persons or partnership may have the value
of his interest at the date of dissolution ascertained, and shall receive
as an ordinary creditor an amount equal to the value of his interest in
the dissolved partnership with interest, or, at his option or at the
option of his legal representative, in lieu of interest, the profits
attributable to the use of his right in the property of the dissolved
partnership; provided that the creditors of the dissolved partnership as
against the separate creditors, or the representative of the retired or
deceased partner, shall have priority on any claim arising under this
section as provided by subsection 8 of NRS 87.410 .
[41:74:1931; 1931 NCL § 5028.40]
The right to an account of his
interest shall accrue to any partner, or his legal representative, as
against the winding up partners or the surviving partners or the person
or partnership continuing the business, at the date of dissolution, in
the absence of any agreement to the contrary.
[42:74:1931; 1931 NCL § 5028.41]
UNIFORM PARTNERSHIP ACT (1997)
General Provisions
[Effective July 1, 2006.] NRS 87.4301
to 87.4357 , inclusive, may be cited as the Uniform
Partnership Act (1997).
(Added to NRS by 2005, 421 , effective July 1, 2006)
[Effective July 1, 2006.] As used in NRS
87.4301 to 87.4357 , inclusive, unless the context otherwise
requires, the words and terms defined in NRS 87.4303 to 87.4313 , inclusive, have the meanings ascribed to
them in those sections.
(Added to NRS by 2005, 421 , effective July 1, 2006)
[Effective July 1,
2006.] “Debtor in bankruptcy” means a person who 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 2005, 422 , effective July 1, 2006)
[Effective July 1, 2006.]
“Distribution” means a transfer of money or other property from a
partnership to a partner in the partner’s capacity as a partner or to the
partner’s transferee.
(Added to NRS by 2005, 422 , effective July 1, 2006)
[Effective July 1, 2006.]
“Partnership” means an association of two or more persons to carry on as
co-owners of a business for profit formed under NRS 87.4322 , predecessor law or comparable law of another
jurisdiction.
(Added to NRS by 2005, 422 , effective July 1, 2006)
[Effective July 1,
2006.] “Partnership agreement” means the agreement, whether written,
oral or implied, among the partners concerning the partnership, including
amendments to the partnership agreement.
(Added to NRS by 2005, 422 , effective July 1, 2006)
[Effective July 1,
2006.] “Partnership at will” means a partnership in which the partners
have not agreed to remain partners until the expiration of a definite
term or the completion of a particular undertaking.
(Added to NRS by 2005, 422 , effective July 1, 2006)
[Effective July 1, 2006.] “Partnership interest”
or “partner’s interest in the partnership” means all of a partner’s
interests in the partnership, including the partner’s transferable
interest and all management and other rights.
(Added to NRS by 2005, 422 , effective July 1, 2006)
[Effective July 1, 2006.] “Person”
means any natural person, corporation, business trust, estate, trust,
partnership, association, joint venture, government or governmental
subdivision, agency or instrumentality or any other legal or commercial
entity.
(Added to NRS by 2005, 422 , effective July 1, 2006)
[Effective July 1, 2006.]
“Property” means all property, real, personal or mixed, tangible or
intangible, or any interest therein.
(Added to NRS by 2005, 422 , effective July 1, 2006)
[Effective July 1, 2006.] “Registered limited-liability partnership”
means a partnership formed pursuant to an agreement governed by NRS
87.4301 to 87.4357 , inclusive, for the purpose of rendering a
professional service and registered pursuant to and complying with NRS
87.440 to 87.560 , inclusive.
(Added to NRS by 2005, 422 , effective July 1, 2006)
[Effective July 1, 2006.]
“Statement” means:
1. A statement of partnership authority under NRS 87.4327 ;
2. A statement of denial under NRS 87.4328 ;
3. A statement of dissociation under NRS 87.4349 ;
4. A statement of dissolution under NRS 87.4355 ; or
5. An amendment or cancellation of any of the statements set forth
in subsections 1 to 4, inclusive.
(Added to NRS by 2005, 422 , effective July 1, 2006)
[Effective July 1, 2006.]
“Transfer” includes an assignment, conveyance, lease, mortgage, deed and
encumbrance.
(Added to NRS by 2005, 422 , effective July 1, 2006)
[Effective July 1, 2006.] The
provisions of NRS 87.4301 to 87.4357
, inclusive, apply to a partnership:
1. Which was formed before July 1, 2006; or
2. Which is formed on or after July 1, 2006,
Ê and which voluntarily elects to be governed by the provisions of NRS
87.4301 to 87.4357 , inclusive.
(Added to NRS by 2005, 423 , effective July 1, 2006)
[Effective July 1, 2006.]
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; or
(c) Has reason to know it exists from all of the facts known to the
person at the time in question.
3. A person notifies or gives a notification to another by taking
steps reasonably required to inform the other person in ordinary course,
whether or not the other person learns of it.
4. A person receives a notification when the notification:
(a) Comes to the person’s attention; or
(b) Is duly delivered at the person’s place of business or at any
other place held out by the person as a place for receiving
communications.
5. Except as otherwise provided in subsection 6, 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 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. The person exercises reasonable diligence if it maintains
reasonable routines for communicating significant information to the
natural person conducting the transaction 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.
6. A partner’s knowledge, notice, or receipt of a notification of
a fact relating to the partnership is effective immediately as knowledge
by, notice to, or receipt of a notification by the partnership, except in
the case of a fraud on the partnership committed by or with the consent
of that partner.
(Added to NRS by 2005, 422 , effective July 1, 2006)
[Effective July 1, 2006.]
1. Except as otherwise provided in subsection 2, relations among
the partners and between the partners and the partnership are governed by
the partnership agreement. To the extent the partnership agreement does
not otherwise provide, NRS 87.4301 to
87.4357 , inclusive, govern relations
among the partners and between the partners and the partnership.
2. The partnership agreement may not:
(a) Vary the rights and duties under NRS 87.4318 except to eliminate the duty to provide
copies of statements to all of the partners;
(b) Unreasonably restrict the right of access to books and records
under subsection 2 of NRS 87.4335 ;
(c) Eliminate the duty of loyalty under subsection 2 of NRS 87.4336
or paragraph (c) of subsection 2 of
NRS 87.4345 , but:
(1) The partnership agreement may identify specific types or
categories of activities that do not violate the duty of loyalty, if not
manifestly unreasonable; or
(2) All of the partners or a number or percentage specified
in the partnership agreement may authorize or ratify, after full
disclosure of all material facts, a specific act or transaction that
otherwise would violate the duty of loyalty;
(d) Unreasonably reduce the duty of care under subsection 3 of NRS
87.4336 or paragraph (c) of subsection
2 of NRS 87.4345 ;
(e) Eliminate the obligation of good faith and fair dealing under
subsection 4 of NRS 87.4336 , 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;
(f) Vary the power to dissociate as a partner under subsection 1 of
NRS 87.4344 , except to require the
notice under subsection 1 of NRS 87.4343 to be in writing;
(g) Vary the right of a court to expel a partner in the events
specified in subsection 5 of NRS 87.4343 ;
(h) Vary the requirement to wind up the partnership business in
cases specified in subsection 4, 5 or 6 of NRS 87.4351 ;
(i) Vary the law applicable to a registered limited-liability
partnership pursuant to NRS 87.560 ; or
(j) Restrict rights of third parties pursuant to NRS 87.4301 to 87.4357 , inclusive.
(Added to NRS by 2005, 423 , effective July 1, 2006)
[Effective July 1,
2006.]
1. Unless displaced by particular provisions of NRS 87.4301 to 87.4357 , inclusive, the principles of law and equity
supplement the provisions of NRS 87.4301 to 87.4357 , inclusive.
2. If an obligation to pay interest arises pursuant to NRS 87.4301
to 87.4357 , inclusive, and the rate is not specified,
the rate is that specified in NRS 99.040 .
(Added to NRS by 2005, 424 , effective July 1, 2006)
[Effective July 1, 2006.]
1. A statement may be filed in the Office of the Secretary of
State. A certified copy of a statement that is filed in an office in
another state may be filed in the Office of the Secretary of State.
Either filing has the effect provided in NRS 87.4301 to 87.4357 , inclusive, with respect to partnership
property located in or transactions that occur in this State.
2. A certified copy of a statement that has been filed in the
Office of the Secretary of State and recorded in the office of the
applicable county recorder has the effect provided for recorded
statements in NRS 87.4301 to 87.4357
, inclusive. A recorded statement that
is not a certified copy of a statement filed in the Office of the
Secretary of State does not have the effect provided for recorded
statements in NRS 87.4301 to 87.4357
, inclusive.
3. A statement filed by a partnership must be executed by at least
two partners. Other statements must be executed by a partner or other
person authorized by NRS 87.4301 to
87.4357 , inclusive. A natural person
who executes a statement as, or on behalf of, a partner or other person
named as a partner in a statement shall personally declare under penalty
of perjury that the contents of the statement are accurate.
4. A person authorized by NRS 87.4301 to 87.4357 , inclusive, to file a statement may amend or
cancel the statement by filing an amendment or cancellation that names
the partnership, identifies the statement and states the substance of the
amendment or cancellation.
5. A person who files a statement pursuant to this section shall
promptly send a copy of the statement to every nonfiling partner and to
any other person named as a partner in the statement. Failure to send a
copy of a statement to a partner or other person does not limit the
effectiveness of the statement as to a person not a partner.
(Added to NRS by 2005, 424 , effective July 1, 2006)
[Effective July 1, 2006.] Except as
otherwise provided in NRS 87.560 , the
law of the jurisdiction in which a partnership has its chief executive
office governs relations among the partners and between the partners and
the partnership.
(Added to NRS by 2005, 425 , effective July 1, 2006)
4301 to 87.4357 , inclusive. [Effective July 1, 2006.] A
partnership governed by NRS 87.4301 to
87.4357 , inclusive, is subject to any
amendment to or repeal of NRS 87.4301
to 87.4357 , inclusive.
(Added to NRS by 2005, 425 , effective July 1, 2006)
Nature of Partnership
[Effective July 1, 2006.]
1. A partnership is an entity distinct from its partners.
2. A registered limited-liability partnership continues to be the
same entity that existed before the filing of a certificate of
registration pursuant to NRS 87.440 .
(Added to NRS by 2005, 425 , effective July 1, 2006)
[Effective July 1, 2006.]
1. Except as otherwise provided in subsection 2, the association
of two or more persons to carry on as co-owners of a business for profit
forms a partnership, whether or not the persons intend to form a
partnership.
2. An association formed under a statute other than NRS 87.4301
to 87.4357 , inclusive, a predecessor statute or a
comparable statute of another jurisdiction is not a partnership under NRS
87.4301 to 87.4357 , inclusive.
3. In determining whether a partnership is formed, the following
rules apply:
(a) Joint tenancy, tenancy in common, tenancy by the entireties,
joint property, common property or part ownership does not by itself
establish a partnership, even if the co-owners share profits made by the
use of the property.
(b) The sharing of gross returns does not by itself establish a
partnership, even if the persons sharing them have a joint or common
right or interest in property from which the returns are derived.
(c) A person who receives a share of the profits of a business is
presumed to be a partner in the business, unless the profits were
received in payment:
(1) Of a debt by installments or otherwise;
(2) For services as an independent contractor or of wages or
other compensation to an employee;
(3) Of rent;
(4) Of an annuity or other retirement or health benefit to a
beneficiary, representative or designee of a deceased or retired partner;
(5) Of interest or other charge on a loan, even if the
amount of payment varies with the profits of the business, including a
direct or indirect present or future ownership of the collateral, or
rights to income, proceeds or increase in value derived from the
collateral; or
(6) For the sale of the goodwill of a business or other
property by installments or otherwise.
(Added to NRS by 2005, 425 , effective July 1, 2006)
[Effective July 1, 2006.]
Property acquired by a partnership is property of the partnership and
not of the partners individually.
(Added to NRS by 2005, 425 , effective July 1, 2006)
[Effective July
1, 2006.]
1. Property is partnership property if acquired in the name of:
(a) The partnership; or
(b) One or more partners with an indication in the instrument
transferring title to the property of the person’s capacity as a partner
or of the existence of a partnership but without an indication of the
name of the partnership.
2. Property is acquired in the name of the partnership by a
transfer to:
(a) The partnership in its name; or
(b) One or more partners in their capacity as partners in the
partnership, if the name of the partnership is indicated in the
instrument transferring title to the property.
3. Property is presumed to be partnership property if purchased
with partnership assets, even if not acquired in the name of the
partnership or of one or more partners with an indication in the
instrument transferring title to the property of the person’s capacity as
a partner or of the existence of a partnership.
4. Property acquired in the name of one or more of the partners,
without an indication in the instrument transferring title to the
property of the person’s capacity as a partner or of the existence of a
partnership and without use of partnership assets, is presumed to be
separate property, even if used for partnership purposes.
(Added to NRS by 2005, 425 , effective July 1, 2006)
Relations of Partners to Persons Dealing With Partnership
[Effective July 1,
2006.] Subject to the effect of a statement of partnership authority
under NRS 87.4327 :
1. Each partner is an agent of the partnership for the purpose of
its business. An act of a partner, including the execution of an
instrument in the partnership name, for apparently carrying on in the
ordinary course the partnership business or business of the kind carried
on by the partnership binds the partnership, unless the partner had no
authority to act for the partnership in the particular matter and the
person with whom the partner was dealing knew or had received a
notification that the partner lacked authority.
2. An act of a partner which is not apparently for carrying on in
the ordinary course the partnership business or business of the kind
carried on by the partnership binds the partnership only if the act was
authorized by the other partners.
(Added to NRS by 2005, 426 , effective July 1, 2006)
[Effective July 1,
2006.]
1. Partnership property may be transferred as follows:
(a) Subject to the effect of a statement of partnership authority
under NRS 87.4327 , partnership
property held in the name of the partnership may be transferred by an
instrument of transfer executed by a partner in the partnership name.
(b) Partnership property held in the name of one or more partners
with an indication in the instrument transferring the property to them of
their capacity as partners or of the existence of a partnership, but
without an indication of the name of the partnership, may be transferred
by an instrument of transfer executed by the persons in whose name the
property is held.
(c) Partnership property held in the name of one or more persons
other than the partnership, without an indication in the instrument
transferring the property to them of their capacity as partners or of the
existence of a partnership, may be transferred by an instrument of
transfer executed by the persons in whose name the property is held.
2. A partnership may recover partnership property from a
transferee only if it proves that execution of the instrument of initial
transfer did not bind the partnership under NRS 87.4325 and:
(a) As to a subsequent transferee who gave value for property
transferred under paragraph (a) or (b) of subsection 1, proves that the
subsequent transferee knew or had received a notification that the person
who executed the instrument of initial transfer lacked authority to bind
the partnership; or
(b) As to a transferee who gave value for property transferred
under paragraph (c) of subsection 1, proves that the transferee knew or
had received a notification that the property was partnership property
and that the person who executed the instrument of initial transfer
lacked authority to bind the partnership.
3. A partnership may not recover partnership property from a
subsequent transferee if the partnership would not have been entitled to
recover the property, under subsection 2, from any earlier transferee of
the property.
4. If a person holds all of the partners’ interests in the
partnership, all of the partnership property vests in that person. The
person may execute a document in the name of the partnership to evidence
vesting of the property in that person and may file or record the
document.
(Added to NRS by 2005, 426 , effective July 1, 2006)
[Effective July 1,
2006.]
1. A partnership may file a statement of partnership authority,
which:
(a) Must include:
(1) The name of the partnership;
(2) The street address of its chief executive office and of
one office in this State, if there is one;
(3) The names and mailing addresses of all of the partners
or of an agent appointed and maintained by the partnership for the
purpose of subsection 2; and
(4) The names of the partners authorized to execute an
instrument transferring real property held in the name of the
partnership; and
(b) May state the authority, or limitations on the authority, of
some or all of the partners to enter into other transactions on behalf of
the partnership and any other matter.
2. If a statement of partnership authority names an agent, the
agent shall maintain a list of the names and mailing addresses of all of
the partners and make it available to any person on request for good
cause shown.
3. If a filed statement of partnership authority is executed
pursuant to subsection 3 of NRS 87.4318 and states the name of the partnership but
does not contain all of the other information required by subsection 1,
the statement nevertheless operates with respect to a person not a
partner as provided in subsections 4 and 5.
4. Except as otherwise provided in subsection 7, a filed statement
of partnership authority supplements the authority of a partner to enter
into transactions on behalf of the partnership as follows:
(a) Except for transfers of real property, a grant of authority
contained in a filed statement of partnership authority is conclusive in
favor of a person who gives value without knowledge to the contrary, so
long as and to the extent that a limitation on that authority is not then
contained in another filed statement. A filed cancellation of a
limitation on authority revives the previous grant of authority.
(b) A grant of authority to transfer real property held in the name
of the partnership contained in a certified copy of a filed statement of
partnership authority recorded in the office for recording transfers of
that real property is conclusive in favor of a person who gives value
without knowledge to the contrary, so long as and to the extent that a
certified copy of a filed statement containing a limitation on that
authority is not then of record in the office for recording transfers of
that real property. The recording in the office for recording transfers
of that real property of a certified copy of a filed cancellation of a
limitation on authority revives the previous grant of authority.
5. A person not a partner is deemed to know of a limitation on the
authority of a partner to transfer real property held in the name of the
partnership if a certified copy of the filed statement containing the
limitation on authority is of record in the office for recording
transfers of that real property.
6. Except as otherwise provided in subsections 4 and 5 and NRS
87.4349 and 87.4355 , a person not a partner is not deemed to know
of a limitation on the authority of a partner merely because the
limitation is contained in a filed statement.
7. Unless earlier cancelled, a filed statement of partnership
authority is cancelled by operation of law 5 years after the date on
which the statement, or the most recent amendment, was filed with the
Secretary of State.
(Added to NRS by 2005, 427 , effective July 1, 2006)
[Effective July 1, 2006.] A
partner or other person named as a partner in a filed statement of
partnership authority or in a list maintained by an agent pursuant to
subsection 2 of NRS 87.4327 may file a
statement of denial stating the name of the partnership and the fact that
is being denied, which may include denial of a person’s authority or
status as a partner. A statement of denial is a limitation on authority
as provided in subsections 4 and 5 of NRS 87.4327 .
(Added to NRS by 2005, 428 , effective July 1, 2006)
[Effective July 1, 2006.]
1. A 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 partner acting in the ordinary course of
business of the partnership or with authority of the partnership.
2. If, in the course of the partnership’s business or while acting
with authority of the partnership, a partner receives or causes the
partnership to receive money or property of a person not a partner, and
the money or property is misapplied by a partner, the partnership is
liable for the loss.
(Added to NRS by 2005, 428 , effective July 1, 2006)
[Effective July 1, 2006.]
1. Except as otherwise provided in subsections 2 and 3, all
partners are liable jointly and severally for all obligations of the
partnership unless otherwise agreed by the claimant or provided by law.
2. A person admitted as a partner into an existing partnership is
not personally liable for any partnership obligation incurred before the
person’s admission as a partner.
3. An obligation of a partnership incurred while the partnership
is a registered limited-liability partnership, whether arising in
contract, tort or otherwise, is solely the obligation of the partnership.
A partner is not personally liable, directly or indirectly, by way of
contribution or otherwise, for such an obligation solely by reason of
being or so acting as a partner. This subsection applies notwithstanding
anything inconsistent in the partnership agreement that existed
immediately before the filing of a certificate of registration pursuant
to NRS 87.440 .
(Added to NRS by 2005, 428 , effective July 1, 2006)
[Effective July 1, 2006.]
1. A partnership may sue and be sued in the name of the
partnership.
2. An action may be brought against the partnership and, to the
extent not inconsistent with NRS 87.433 , any or all of the partners in the same action
or in separate actions.
3. A judgment against a partnership is not by itself a judgment
against a partner. A judgment against a partnership may not be satisfied
from a partner’s assets unless there is also a judgment against the
partner.
4. A judgment creditor of a partner may not levy execution against
the assets of the partner to satisfy a judgment based on a claim against
the partnership unless the partner is personally liable for the claim
under NRS 87.433 and:
(a) A judgment based on the same claim has been obtained against
the partnership and a writ of execution on the judgment has been returned
unsatisfied in whole or in part;
(b) The partnership is a debtor in bankruptcy;
(c) The partner has agreed that the creditor need not exhaust
partnership assets;
(d) A court grants permission to the judgment creditor to levy
execution against the assets of a partner based on a finding that
partnership assets subject to execution are clearly insufficient to
satisfy the judgment, that exhaustion of 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 partner by law or contract
independent of the existence of the partnership.
5. This section applies to any partnership liability or obligation
resulting from a representation by a partner or purported partner under
NRS 87.4332 .
(Added to NRS by 2005, 428 , effective July 1, 2006)
[Effective July 1,
2006.]
1. If a person, by words or conduct, purports to be a partner, or
consents to being represented by another as a partner, in a partnership
or with one or more persons not partners, the purported partner is liable
to a person to whom the representation is made, if that person, relying
on the representation, enters into a transaction with the actual or
purported partnership. If the representation, either by the purported
partner or by a person with the purported partner’s consent, is made in a
public manner, the purported partner is liable to a person who relies
upon the purported partnership even if the purported partner is not aware
of being held out as a partner to the claimant. If partnership liability
results, the purported partner is liable with respect to that liability
as if the purported partner were a partner. If no partnership liability
results, the purported partner is liable with respect to that liability
jointly and severally with any other person consenting to the
representation.
2. If a person is thus represented to be a partner in an existing
partnership, or with one or more persons not partners, the purported
partner is an agent of persons consenting to the representation to bind
them to the same extent and in the same manner as if the purported
partner were a partner, with respect to persons who enter into
transactions in reliance upon the representation. If all of the partners
of the existing partnership consent to the representation, a partnership
act or obligation results. If fewer than all of the partners of the
existing partnership consent to the representation, the person acting and
the partners consenting to the representation are jointly and severally
liable.
3. A person is not liable as a partner merely because the person
is named by another in a statement of partnership authority.
4. A person does not continue to be liable as a partner merely
because of a failure to file a statement of dissociation or to amend a
statement of partnership authority to indicate the partner’s dissociation
from the partnership.
5. Except as otherwise provided in subsections 1 and 2, persons
who are not partners as to each other are not liable as partners to other
persons.
(Added to NRS by 2005, 429 , effective July 1, 2006)
Relations of Partners to Each Other and to Partnership
[Effective July 1, 2006.]
1. Each partner is deemed to have an account that is:
(a) Credited with an amount equal to the money plus the value of
any other property, net of the amount of any liabilities, the partner
contributes to the partnership and the partner’s share of the partnership
profits; and
(b) Charged with an amount equal to the money plus the value of any
other property, net of the amount of any liabilities, distributed by the
partnership to the partner and the partner’s share of the partnership
losses.
2. Each partner is entitled to an equal share of the partnership
profits and is chargeable with a share of the partnership losses in
proportion to the partner’s share of the profits.
3. A partnership shall reimburse a partner for payments made and
indemnify a partner for liabilities incurred by the partner in the
ordinary course of the business of the partnership or for the
preservation of its business or property.
4. A partnership shall reimburse a partner for an advance to the
partnership beyond the amount of capital the partner agreed to contribute.
5. A payment or advance made by a partner which gives rise to a
partnership obligation under subsection 3 or 4 constitutes a loan to the
partnership which accrues interest from the date of the payment or
advance.
6. Each partner has equal rights in the management and conduct of
the partnership business.
7. A partner may use or possess partnership property only on
behalf of the partnership.
8. A partner is not entitled to remuneration for services
performed for the partnership, except for reasonable compensation for
services rendered in winding up the business of the partnership.
9. A person may become a partner only with the consent of all of
the partners.
10. A difference arising as to a matter in the ordinary course of
business of a partnership may be decided by a majority of the partners.
An act outside the ordinary course of business of a partnership and an
amendment to the partnership agreement may be undertaken only with the
consent of all of the partners.
11. This section does not affect the obligations of a partnership
to other persons under NRS 87.4325 .
(Added to NRS by 2005, 430 , effective July 1, 2006)
[Effective July 1, 2006.] A
partner has no right to receive, and may not be required to accept, a
distribution in kind.
(Added to NRS by 2005, 430 , effective July 1, 2006)
[Effective July 1, 2006.]
1. A partnership shall keep its books and records, if any, at its
chief executive office.
2. A partnership shall provide partners and their agents and
attorneys access to its books and records. It shall provide former
partners and their agents and attorneys access to books and records
pertaining to the period during which they were partners. The right of
access provides the opportunity to inspect and copy books and records
during ordinary business hours. A partnership may impose a reasonable
charge, covering the costs of labor and material, for copies of documents
furnished.
3. Each partner and the partnership shall furnish to a partner,
and to the legal representative of a deceased partner or partner under
legal disability:
(a) Without demand, any information concerning the partnership’s
business and affairs reasonably required for the proper exercise of the
partner’s rights and duties under the partnership agreement or NRS
87.4301 to 87.4357 , inclusive; and
(b) On demand, any other information concerning the partnership’s
business and affairs, except to the extent the demand or the information
demanded is unreasonable or otherwise improper under the circumstances.
(Added to NRS by 2005, 430 , effective July 1, 2006)
[Effective July
1, 2006.]
1. The only fiduciary duties a partner owes to the partnership and
the other partners are the duty of loyalty and the duty of care set forth
in subsections 2 and 3.
2. A partner’s duty of loyalty to the partnership and the other
partners is limited to the following:
(a) To account to the partnership and hold as trustee for it any
property, profit or benefit derived by the partner in the conduct and
winding up of the partnership business or derived from a use by the
partner of partnership property, including the appropriation of a
partnership opportunity;
(b) To refrain from dealing with the partnership in the conduct or
winding up of the partnership business as or on behalf of a party having
an interest adverse to the partnership; and
(c) To refrain from competing with the partnership in the conduct
of the partnership business before the dissolution of the partnership.
3. A partner’s duty of care to the partnership and the other
partners in the conduct and winding up of the partnership business is
limited to refraining from engaging in grossly negligent or reckless
conduct, intentional misconduct or a knowing violation of law.
4. A partner shall discharge the duties to the partnership and the
other partners under NRS 87.4301 to
87.4357 , inclusive, or under the
partnership agreement and exercise any rights consistently with the
obligation of good faith and fair dealing.
5. A partner does not violate a duty or obligation under NRS
87.4301 to 87.4357 , inclusive, or under the partnership
agreement merely because the partner’s conduct furthers the partner’s own
interest.
6. A partner may lend money to and transact other business with
the partnership, and as to each loan or transaction the rights and
obligations of the partner are the same as those of a person who is not a
partner, subject to other applicable law.
7. This section applies to a person winding up the partnership
business as the personal or legal representative of the last surviving
partner as if the person were a partner.
(Added to NRS by 2005, 431 , effective July 1, 2006)
[Effective July
1, 2006.]
1. A partnership may maintain an action against a partner for a
breach of the partnership agreement, or for the violation of a duty to
the partnership, causing harm to the partnership.
2. A partner may maintain an action against the partnership or
another partner for legal or equitable relief, with or without an
accounting as to partnership business, to:
(a) Enforce the partner’s rights under the partnership agreement;
(b) Enforce the partner’s rights under NRS 87.4301 to 87.4357 , inclusive, including:
(1) The partner’s rights under NRS 87.4333 , 87.4335
or 87.4336 ;
(2) The partner’s right on dissociation to have the
partner’s interest in the partnership purchased pursuant to NRS 87.4346
or enforce any other right under NRS
87.4343 to 87.435 , inclusive; or
(3) The partner’s right to compel a dissolution and winding
up of the partnership business under NRS 87.4351 or enforce any other right under NRS 87.4351
to 87.4357 , inclusive; or
(c) Enforce the rights and otherwise protect the interests of the
partner, including rights and interests arising independently of the
partnership relationship.
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 2005, 431 , effective July 1, 2006)
[Effective July 1, 2006.]
1. If a partnership for a definite term or particular undertaking
is continued, without an express agreement, after the expiration of the
term or completion of the undertaking, the rights and duties of the
partners remain the same as they were at the expiration or completion, so
far as is consistent with a partnership at will.
2. If the partners, or those of them who habitually acted in the
business during the term or undertaking, continue the business without
any settlement or liquidation of the partnership, they are presumed to
have agreed that the partnership will continue.
(Added to NRS by 2005, 432 , effective July 1, 2006)
Transferees and Creditors of Partner
[Effective July 1, 2006.] A partner is not a co-owner of partnership
property and has no interest in partnership property which can be
transferred, either voluntarily or involuntarily.
(Added to NRS by 2005, 432 , effective July 1, 2006)
[Effective July 1, 2006.] The only transferable interest of a partner in
the partnership is the partner’s share of the profits and losses of the
partnership and the partner’s right to receive distributions. The
interest is personal property.
(Added to NRS by 2005, 432 , effective July 1, 2006)
[Effective July 1, 2006.]
1. A transfer, in whole or in part, of a partner’s transferable
interest in the partnership:
(a) Is permissible;
(b) Does not by itself cause the partner’s dissociation or a
dissolution and winding up of the partnership business; and
(c) Does not, as against the other partners or the partnership,
entitle the transferee, during the continuance of the partnership, to
participate in the management or conduct of the partnership business, to
require access to information concerning partnership transactions or to
inspect or copy the partnership books or records.
2. A transferee of a partner’s transferable interest in the
partnership has a right:
(a) To receive, in accordance with the transfer, distributions to
which the transferor would otherwise be entitled;
(b) To receive upon the dissolution and winding up of the
partnership business, in accordance with the transfer, the net amount
otherwise distributable to the transferor; and
(c) To seek under subsection 6 of NRS 87.4351 a judicial determination that it is equitable
to wind up the partnership business.
3. In a dissolution and winding up, a transferee is entitled to an
account of partnership transactions only from the date of the latest
account agreed to by all of the partners.
4. Upon transfer, the transferor retains the rights and duties of
a partner other than the interest in distributions transferred.
5. A partnership need not give effect to a transferee’s rights
under this section until it has notice of the transfer.
6. A transfer of a partner’s transferable interest in the
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.
(Added to NRS by 2005, 432 , effective July 1, 2006)
[Effective July 1, 2006.]
1. On application by a judgment creditor of a partner or of a
partner’s transferee, a court having jurisdiction may charge the
transferable interest of the judgment debtor to satisfy the judgment. The
court may appoint a receiver of the share of the distributions due or to
become due to the judgment debtor in respect of the partnership and make
all other orders, directions, accounts and inquiries the judgment debtor
might have made or which the circumstances of the case may require.
2. A charging order constitutes a lien on the judgment debtor’s
transferable interest in the partnership. The court may order a
foreclosure of the interest subject to the charging order at any time.
The purchaser at the foreclosure sale has the rights of a transferee.
3. At any time before foreclosure, an interest charged may be
redeemed:
(a) By the judgment debtor;
(b) With property other than partnership property, by one or more
of the other partners; or
(c) With partnership property, by one or more of the other partners
with the consent of all of the partners whose interests are not so
charged.
4. NRS 87.4301 to 87.4357
, inclusive, does not deprive a partner
of a right under exemption laws with respect to the partner’s interest in
the partnership.
5. This section provides the exclusive remedy by which a judgment
creditor of a partner or partner’s transferee may satisfy a judgment out
of the judgment debtor’s transferable interest in the partnership.
(Added to NRS by 2005, 433 , effective July 1, 2006)
Dissociation of Partner
[Effective July 1, 2006.]
A partner is dissociated from a partnership upon the occurrence of any
of the following events:
1. The partnership’s having notice of the partner’s express will
to withdraw as a partner or on a later date specified by the partner;
2. An event agreed to in the partnership agreement as causing the
partner’s dissociation;
3. The partner’s expulsion pursuant to the partnership agreement;
4. The partner’s expulsion by the unanimous vote of the other
partners if:
(a) It is unlawful to carry on the partnership business with that
partner;
(b) There has been a transfer of all or substantially all of that
partner’s transferable interest in the partnership, other than a transfer
for security purposes, or a court order charging the partner’s interest,
which has not been foreclosed;
(c) Within 90 days after the partnership notifies a corporate
partner that it will be expelled 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) A partnership that is a partner has been dissolved and its
business is being wound up;
5. On application by the partnership or another partner, the
partner’s expulsion by judicial determination because:
(a) The partner engaged in wrongful conduct that adversely and
materially affected the partnership business;
(b) The partner 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 87.4336 ; or
(c) The partner engaged in conduct relating to the partnership
business which makes it not reasonably practicable to carry on the
business in partnership with the partner;
6. The partner’s:
(a) Becoming a debtor in bankruptcy;
(b) Executing an assignment for the benefit of creditors;
(c) Seeking, consenting to or acquiescing in the appointment of a
trustee, receiver or liquidator of that partner or of all or
substantially all of that partner’s property; or
(d) Failing, within 90 days after the appointment, to have vacated
or stayed the appointment of a trustee, receiver or liquidator of the
partner or of all or substantially all of the partner’s property obtained
without the partner’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 partner who is a natural person:
(a) The partner’s death;
(b) The appointment of a guardian or general conservator for the
partner; or
(c) A judicial determination that the partner has otherwise become
incapable of performing the partner’s duties under the partnership
agreement;
8. In the case of a partner that is a trust or is acting as a
partner by virtue of being a trustee of a trust, distribution of the
trust’s entire transferable interest in the partnership, but not merely
by reason of the substitution of a successor trustee;
9. In the case of a partner that is an estate or is acting as a
partner by virtue of being a personal representative of an estate,
distribution of the estate’s entire transferable interest in the
partnership, but not merely by reason of the substitution of a successor
personal representative; or
10. Termination of a partner who is not a natural person,
partnership, corporation, trust or estate.
(Added to NRS by 2005, 433 , effective July 1, 2006)
[Effective July 1, 2006.]
1. A partner has the power to dissociate at any time, rightfully
or wrongfully, by express will pursuant to subsection 1 of NRS 87.4343
.
2. A partner’s dissociation is wrongful only if:
(a) It is in breach of an express provision of the partnership
agreement; or
(b) In the case of a partnership for a definite term or particular
undertaking, before the expiration of the term or the completion of the
undertaking:
(1) The partner withdraws by express will, unless the
withdrawal follows within 90 days after another partner’s dissociation by
death or otherwise under subsections 6 to 10, inclusive, of NRS 87.4343
or wrongful dissociation under this
subsection;
(2) The partner is expelled by judicial determination under
subsection 5 of NRS 87.4343 ;
(3) The partner is dissociated by becoming a debtor in
bankruptcy; or
(4) In the case of a partner who is not a natural person, a
trust other than a business trust or an estate, the partner is expelled
or otherwise dissociated because it willfully dissolved or terminated.
3. A partner who wrongfully dissociates is liable to the
partnership and to the other partners for damages caused by the
dissociation. The liability is in addition to any other obligation of the
partner to the partnership or to the other partners.
(Added to NRS by 2005, 434 , effective July 1, 2006)
[Effective July 1, 2006.]
1. If a partner’s dissociation results in a dissolution and
winding up of the partnership business, the provisions of NRS 87.4351
to 87.4357 , inclusive, apply. If a partner’s
dissociation does not result in a dissolution and winding up of the
partnership business, the provisions of NRS 87.4346 to 87.435 ,
inclusive, apply.
2. Upon a partner’s dissociation:
(a) The partner’s right to participate in the management and
conduct of the partnership business terminates, except as otherwise
provided in NRS 87.4353 ;
(b) The partner’s duty of loyalty under paragraph (c) of subsection
2 of NRS 87.4336 terminates; and
(c) The partner’s duty of loyalty under paragraphs (a) and (b) of
subsection 2 of NRS 87.4336 and duty
of care under subsection 3 of NRS 87.4336 continue only with regard to matters arising
and events occurring before the partner’s dissociation, unless the
partner participates in winding up the partnership’s business pursuant to
NRS 87.4353 .
(Added to NRS by 2005, 435 , effective July 1, 2006)
Dissociation of Partner When Business Not Wound Up
[Effective
July 1, 2006.]
1. If a partner is dissociated from a partnership without
resulting in a dissolution and winding up of the partnership business
under NRS 87.4351 , the partnership
shall cause the dissociated partner’s interest in the partnership to be
purchased for a buyout price determined pursuant to subsection 2.
2. The buyout price of a dissociated partner’s interest is the
amount that would have been distributable to the dissociating partner
under subsection 2 of NRS 87.4357 if,
on the date of dissociation, the assets of the partnership were sold at a
price equal to the greater of the liquidation value or the value based on
a sale of the entire business as a going concern without the dissociated
partner and the partnership were wound up as of that date. Interest must
be paid from the date of dissociation to the date of payment.
3. Damages for wrongful dissociation under subsection 2 of NRS
87.4344 , and all other amounts owing,
whether or not presently due, from the dissociated partner to the
partnership, must be offset against the buyout price. Interest must be
paid from the date the amount owed becomes due to the date of payment.
4. A partnership shall indemnify a dissociated partner whose
interest is being purchased against all partnership liabilities, whether
incurred before or after the dissociation, except liabilities incurred by
an act of the dissociated partner under NRS 87.4347 .
5. If no agreement for the purchase of a dissociated partner’s
interest is reached within 120 days after a written demand for payment,
the partnership shall pay, or cause to be paid, in cash to the
dissociated partner the amount the partnership estimates to be the buyout
price and accrued interest, reduced by any offsets and accrued interest
under subsection 3.
6. If a deferred payment is authorized under subsection 8, the
partnership may tender a written offer to pay the amount it estimates to
be the buyout price and accrued interest, reduced by any offsets under
subsection 3, stating the time of payment, the amount and type of
security for payment and the other terms and conditions of the obligation.
7. The payment or tender required by subsection 5 or 6 must be
accompanied by the following:
(a) A statement of partnership assets and liabilities as of the
date of dissociation;
(b) The latest available partnership balance sheet and income
statement, if any;
(c) An explanation of how the estimated amount of the payment was
calculated; and
(d) Written notice that the payment is in full satisfaction of the
obligation to purchase unless, within 120 days after the written notice,
the dissociated partner commences an action to determine the buyout
price, any offsets under subsection 3 or other terms of the obligation to
purchase.
8. A partner who wrongfully dissociates before the expiration of a
definite term or the completion of a particular undertaking is not
entitled to payment of any portion of the buyout price until the
expiration of the term or completion of the undertaking, unless the
partner establishes to the satisfaction of the court that earlier payment
will not cause undue hardship to the business of the partnership. A
deferred payment must be adequately secured and bear interest.
9. A dissociated partner may maintain an action against the
partnership, pursuant to subparagraph (2) of paragraph (b) of subsection
2 of NRS 87.4337 , to determine the
buyout price of that partner’s interest, any offsets under subsection 3
or other terms of the obligation to purchase. The action must be
commenced within 120 days after the partnership has tendered payment or
an offer to pay or within 1 year after written demand for payment if no
payment or offer to pay is tendered. The court shall determine the buyout
price of the dissociated partner’s interest, any offset due under
subsection 3 and accrued interest, and enter judgment for any additional
payment or refund. If deferred payment is authorized under subsection 8,
the court shall also determine the security for payment and other terms
of the obligation to purchase. The court may assess reasonable attorney’s
fees and the fees and expenses of appraisers or other experts for a party
to the action, in amounts the court finds equitable, against a party that
the court finds acted arbitrarily, vexatiously or not in good faith. The
finding may be based on the partnership’s failure to tender payment or an
offer to pay or to comply with subsection 7.
(Added to NRS by 2005, 435 , effective July 1, 2006)
[Effective July 1, 2006.]
1. For 2 years after a partner dissociates without resulting in a
dissolution and winding up of the partnership business, the partnership
is bound by an act of the dissociated partner which would have bound the
partnership under NRS 87.4325 before
dissociation only if at the time of entering into the transaction the
other party:
(a) Reasonably believed that the dissociated partner was then a
partner;
(b) Did not have notice of the partner’s dissociation; and
(c) Is not deemed to have had knowledge under subsection 5 of NRS
87.4327 or notice under subsection 3
of NRS 87.4349 .
2. A dissociated partner is liable to the partnership for any
damage caused to the partnership arising from an obligation incurred by
the dissociated partner after dissociation for which the partnership is
liable under subsection 1.
(Added to NRS by 2005, 436 , effective July 1, 2006)
[Effective July 1, 2006.]
1. A partner’s dissociation does not of itself discharge the
partner’s liability for a partnership obligation incurred before
dissociation. A dissociated partner is not liable for a partnership
obligation incurred after dissociation, except as otherwise provided in
subsection 2.
2. A partner who dissociates without resulting in a dissolution
and winding up of the partnership business is liable as a partner to the
other party in a transaction entered into by the partnership, within 2
years after the partner’s dissociation, only if the partner is liable for
the obligation under NRS 87.433 and at
the time of entering into the transaction the other party:
(a) Reasonably believed that the dissociated partner was then a
partner;
(b) Did not have notice of the partner’s dissociation; and
(c) Is not deemed to have had knowledge under subsection 5 of NRS
87.4327 or notice under subsection 3
of NRS 87.4349 .
3. By agreement with the partnership creditor and the partners
continuing the business, a dissociated partner may be released from
liability for a partnership obligation.
4. A dissociated partner is released from liability for a
partnership obligation if a partnership creditor, with notice of the
partner’s dissociation but without the partner’s consent, agrees to a
material alteration in the nature or time of payment of a partnership
obligation.
(Added to NRS by 2005, 437 , effective July 1, 2006)
[Effective July 1, 2006.]
1. A dissociated partner or the partnership may file a statement
of dissociation stating the name of the partnership and that the partner
is dissociated from the partnership.
2. A statement of dissociation is a limitation on the authority of
a dissociated partner for the purposes of subsections 4 and 5 of NRS
87.4327 .
3. For the purposes of paragraph (c) of subsection 1 of NRS
87.4347 and paragraph (c) of
subsection 2 of NRS 87.4348 , a person
not a partner is deemed to have notice of the dissociation 90 days after
the statement of dissociation is filed.
(Added to NRS by 2005, 437 , effective July 1, 2006)
[Effective July 1,
2006.] Continued use of a partnership name, or a dissociated partner’s
name as part thereof, by partners continuing the business does not of
itself make the dissociated partner liable for an obligation of the
partners or the partnership continuing the business.
(Added to NRS by 2005, 437 , effective July 1, 2006)
Winding Up Partnership Business
[Effective July 1, 2006.] A partnership is
dissolved, and its business must be wound up, only upon the occurrence of
any of the following events:
1. In a partnership at will, the partnership’s having notice from
a partner, other than a partner who is dissociated under subsections 2 to
10, inclusive, of NRS 87.4343 , of that
partner’s express will to withdraw as a partner, or on a later date
specified by the partner;
2. In a partnership for a definite term or particular undertaking:
(a) Within 90 days after a partner’s dissociation by death or
otherwise under subsections 6 to 10, inclusive, of NRS 87.4343 or wrongful dissociation under subsection 2
of NRS 87.4344 , the express will of at
least half of the remaining partners to wind up the partnership business,
for which purpose a partner’s rightful dissociation pursuant to
subparagraph (1) of paragraph (b) of subsection 2 of NRS 87.4344 constitutes the expression of that partner’s
will to wind up the partnership business;
(b) The express will of all of the partners to wind up the
partnership business; or
(c) The expiration of the term or the completion of the undertaking;
3. An event agreed to in the partnership agreement resulting in
the winding up of the partnership business;
4. An event that makes it unlawful for all or substantially all of
the business of the partnership to be continued, but a cure of illegality
within 90 days after notice to the partnership of the event is effective
retroactively to the date of the event for purposes of this section;
5. On application by a partner, a judicial determination that:
(a) The economic purpose of the partnership is likely to be
unreasonably frustrated;
(b) Another partner has engaged in conduct relating to the
partnership business which makes it not reasonably practicable to carry
on the business in partnership with that partner; or
(c) It is not otherwise reasonably practicable to carry on the
partnership business in conformity with the partnership agreement; or
6. On application by a transferee of a partner’s transferable
interest, a judicial determination that it is equitable to wind up the
partnership business:
(a) After the expiration of the term or completion of the
undertaking, if the partnership was for a definite term or particular
undertaking at the time of the transfer or entry of the charging order
that gave rise to the transfer; or
(b) At any time, if the partnership was a partnership at will at
the time of the transfer or entry of the charging order that gave rise to
the transfer.
(Added to NRS by 2005, 437 , effective July 1, 2006)
[Effective
July 1, 2006.]
1. Subject to subsection 2, a partnership continues after
dissolution only for the purpose of winding up its business. The
partnership is terminated when the winding up of its business is
completed.
2. At any time after the dissolution of a partnership and before
the winding up of its business is completed, all of the partners,
including any dissociating partner other than a wrongfully dissociating
partner, may waive the right to have the partnership’s business wound up
and the partnership terminated. In that event:
(a) The partnership resumes carrying on its business as if
dissolution had never occurred, and any liability incurred by the
partnership or a partner after the dissolution and before the waiver is
determined as if dissolution had never occurred; and
(b) The rights of a third party accruing under subsection 1 of NRS
87.4354 or arising out of conduct in
reliance on the dissolution before the third party knew or received a
notification of the waiver may not be adversely affected.
(Added to NRS by 2005, 438 , effective July 1, 2006)
[Effective July
1, 2006.]
1. After dissolution, a partner who has not wrongfully dissociated
may participate in winding up the partnership’s business, but on
application of any partner, any partner’s legal representative or any
transferee, the district court, for good cause shown, may order judicial
supervision of the winding up.
2. The legal representative of the last surviving partner may wind
up a partnership’s business.
3. A person winding up a partnership’s business may preserve the
partnership business or property as a going concern for a reasonable
time, prosecute and defend actions and proceedings, whether civil,
criminal or administrative, settle and close the partnership’s business,
dispose of and transfer the partnership’s property, discharge the
partnership’s liabilities, distribute the assets of the partnership
pursuant to NRS 87.4357 , settle
disputes by mediation or arbitration, and perform other necessary acts.
(Added to NRS by 2005, 439 , effective July 1, 2006)
[Effective July 1, 2006.] Subject to NRS 87.4355 , a partnership is bound by a partner’s act
after dissolution that:
1. Is appropriate for winding up the partnership business; or
2. Would have bound the partnership under NRS 87.4325 before dissolution, if the other party to the
transaction did not have notice of the dissolution.
(Added to NRS by 2005, 439 , effective July 1, 2006)
[Effective July 1, 2006.]
1. After dissolution, a partner who has not wrongfully dissociated
may file a statement of dissolution stating the name of the partnership
and that the partnership has dissolved and is winding up its business.
2. A statement of dissolution cancels a filed statement of
partnership authority for the purposes of subsection 4 of NRS 87.4327
and is a limitation on authority for
the purposes of subsection 5 of NRS 87.4327 .
3. For the purposes of NRS 87.4325 and 87.4354 , a person not a partner is deemed to have
notice of the dissolution and the limitation on the partners’ authority
as a result of the statement of dissolution 90 days after it is filed.
4. After filing and, if appropriate, recording a statement of
dissolution, a dissolved partnership may file and, if appropriate, record
a statement of partnership authority which will operate with respect to a
person not a partner as provided in subsections 4 and 5 of NRS 87.4327
in any transaction, whether or not the
transaction is appropriate for winding up the partnership business.
(Added to NRS by 2005, 439 , effective July 1, 2006)
[Effective July 1, 2006.]
1. Except as otherwise provided in subsection 2 and NRS 87.433
, after dissolution a partner is liable
to the other partners for the partner’s share of any partnership
liability incurred under NRS 87.4354 .
2. A partner who, with knowledge of the dissolution, incurs a
partnership liability under subsection 2 of NRS 87.4354 by an act that is not appropriate for winding
up the partnership business is liable to the partnership for any damage
caused to the partnership arising from the liability.
(Added to NRS by 2005, 439 , effective July 1, 2006)
[Effective July 1, 2006.]
1. In winding up a partnership’s business, the assets of the
partnership, including the contributions of the partners required by this
section, must be applied to discharge its obligations to creditors,
including, to the extent permitted by law, partners who are creditors.
Any surplus must be applied to pay in cash the net amount distributable
to partners in accordance with their right to distributions under
subsection 2.
2. Each partner is entitled to a settlement of all partnership
accounts upon winding up the partnership business. In settling accounts
among the partners, profits and losses that result from the liquidation
of the partnership assets must be credited and charged to the partners’
accounts. The partnership shall make a distribution to a partner in an
amount equal to any excess of the credits over the charges in the
partner’s account. A partner shall contribute to the partnership an
amount equal to any excess of the charges over the credits in the
partner’s account but excluding from the calculation charges attributable
to an obligation for which the partner is not personally liable under NRS
87.433 .
3. If a partner fails to contribute the full amount required under
subsection 2, all of the other partners shall contribute, in the
proportions in which those partners share partnership losses, the
additional amount necessary to satisfy the partnership obligations for
which they are personally liable under NRS 87.433 . A partner or partner’s legal representative
may recover from the other partners any contributions the partner makes
to the extent the amount contributed exceeds that partner’s share of the
partnership obligations for which the partner is personally liable under
NRS 87.433 .
4. After the settlement of accounts, each partner shall
contribute, in the proportion in which the partner shares partnership
losses, the amount necessary to satisfy partnership obligations that were
not known at the time of the settlement and for which the partner is
personally liable under NRS 87.433 .
5. The estate of a deceased partner is liable for the partner’s
obligation to contribute to the partnership.
6. An assignee for the benefit of creditors of a partnership or a
partner, or a person appointed by a court to represent creditors of a
partnership or a partner, may enforce a partner’s obligation to
contribute to the partnership.
(Added to NRS by 2005, 439 , effective July 1, 2006)
REGISTERED LIMITED-LIABILITY PARTNERSHIPS
1. To become a registered limited-liability partnership, a
partnership shall file with the Secretary of State a certificate of
registration stating each of the following:
(a) The name of the partnership.
(b) The street address of its principal office.
(c) The name of the person designated as the partnership’s resident
agent, the street address of the resident agent where process may be
served upon the partnership and the mailing address of the resident agent
if it is different than his street address.
(d) The name and business address of each managing partner in this
State.
(e) A brief statement of the professional service rendered by the
partnership.
(f) That the partnership thereafter will be a registered
limited-liability partnership.
(g) Any other information that the partnership wishes to include.
2. The certificate of registration must be signed by a majority in
interest of the partners or by one or more partners authorized to sign
such a certificate.
3. The certificate of registration must be accompanied by a fee of
$75.
4. The Secretary of State shall register as a registered
limited-liability partnership any partnership that submits a completed
certificate of registration with the required fee.
5. The registration of a registered limited-liability partnership
is effective at the time of the filing of the certificate of registration.
(Added to NRS by 1995, 1466; A 2001, 3183 ; 2003, 3145 ; 2005, 2262 )
1. The name proposed for a registered limited-liability
partnership must contain the words “Limited-Liability Partnership” or
“Registered Limited-Liability Partnership” or the abbreviation “L.L.P.”
or “LLP” 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 partnership on a
certificate of registration of limited-liability partnership submitted to
the Secretary of State is not distinguishable from a 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 of the
holder of the name on file or reserved name to use the name accompanies
the certificate.
2. 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.
3. The Secretary of State shall not accept for filing any
certificate of registration or certificate of amendment of a certificate
of registration of any registered limited-liability partnership formed or
existing pursuant to the laws of this State which provides that the name
of the registered limited-liability partnership contains the word
“accountant,” “accounting,” “accountancy,” “auditor” or “auditing” unless
the Nevada State Board of Accountancy certifies that the registered
limited-liability 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 registered
limited-liability 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 registration or certificate of amendment of a certificate
of registration of any registered limited-liability partnership formed or
existing pursuant to the laws of this State which provides that the name
of the registered limited-liability partnership contains the word “bank”
or “trust” unless:
(a) It appears from the certificate of registration or the
certificate of amendment that the registered limited-liability
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 registration or certificate of amendment is
first approved by the Commissioner of Financial Institutions.
5. The Secretary of State shall not accept for filing any
certificate of registration or certificate of amendment of a certificate
of registration of any registered limited-liability partnership formed or
existing pursuant to the provisions of this chapter if it appears from
the certificate of registration or the certificate of amendment that the
business to be carried on by the registered limited-liability partnership
is subject to supervision by the Commissioner of Insurance or by the
Commissioner of Financial Institutions, unless the certificate of
registration or certificate of amendment is approved by the Commissioner
who will supervise the business of the registered limited-liability
partnership.
6. Except as otherwise provided in subsection 5, the Secretary of
State shall not accept for filing any certificate of registration or
certificate of amendment of a certificate of registration of any
registered limited-liability partnership formed or existing pursuant to
the laws of this State which provides that the name of the registered
limited-liability 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 registered limited-liability
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 registered limited-liability partnership is exempt
from the prohibitions of NRS 625.520 .
7. The Secretary of State shall not accept for filing any
certificate of registration or certificate of amendment of a certificate
of registration of any registered limited-liability partnership formed or
existing pursuant to the laws of this State which provides that the name
of the registered limited-liability 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
partnership is to operate as a unit-owners’ association pursuant to
chapter 116 of NRS unless the Administrator
of the Real Estate Division of the Department of Business and Industry
certifies that the registered limited-liability partnership has:
(a) Registered with the Ombudsman for Owners in Common-Interest
Communities pursuant to NRS 116.31158 ; and
(b) Paid to the Administrator of the Real Estate Division the fees
required pursuant to NRS 116.31155 .
8. The name of a registered limited-liability 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.
9. The Secretary of State may adopt regulations that interpret the
requirements of this section.
(Added to NRS by 1995, 1468; A 1997, 2815; 1999, 1617 ; 2003, 20th Special Session, 77 ; 2005, 2629 )
1. Except as otherwise provided in subsection 2, if a registered
limited-liability partnership applies to reinstate its right to transact
business but its name has been legally 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 registered
limited-liability partnership shall submit in writing to the Secretary of
State some other name under which it desires its right to transact
business to be reinstated. If that name is distinguishable from all other
names reserved or otherwise on file, the Secretary of State shall
reinstate the registered limited-liability partnership under that new
name.
2. If the applying registered limited-liability partnership
submits the written, acknowledged consent of the artificial person having
the name, or the person who has reserved the name, that is not
distinguishable from the old name of the applying registered
limited-liability 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 of these.
4. The Secretary of State may adopt regulations that interpret the
requirements of this section.
(Added to NRS by 1997, 2815; A 1999, 1617 ; 2003, 20th Special Session, 78 )
1. A certificate of registration of a registered limited-liability
partnership may be amended by filing with the Secretary of State a
certificate of amendment. The certificate of amendment must set forth:
(a) The name of the registered limited-liability partnership; and
(b) The change to the information contained in the original
certificate of registration or any other certificates of amendment.
2. The certificate of amendment must be:
(a) Signed by a managing partner of the registered
limited-liability partnership; and
(b) Accompanied by a fee of $175.
3. A certificate filed pursuant to this section is effective upon
filing the certificate with the Secretary of State or upon a later date
specified in the certificate, which must not be more than 90 days after
the certificate is filed.
(Added to NRS by 1995, 1470; A 2001, 3183 ; 2003, 20th Special Session, 79 ; 2005, 2198 )
The registration of a
registered limited-liability partnership is effective until:
1. Its certificate of registration is revoked pursuant to NRS
87.520 ; or
2. The registered limited-liability partnership files with the
Secretary of State a notice of withdrawal signed by a managing partner.
The notice must be accompanied by a fee of $75.
(Added to NRS by 1995, 1467; A 2001, 3184 ; 2003, 3145 ; 2003, 20th Special Session, 79 )
1. Except during the period described in subsection 3, a
registered limited-liability partnership must have a resident agent who
resides or is located in this State. A resident agent must have a street
address for the service of process that is the principal office of the
registered limited-liability company in this State, and may have a
separate mailing address that is different from his street address.
2. A resident agent for a registered limited-liability partnership
shall file a certificate of acceptance with the Secretary of State.
3. A resident agent shall, within 30 days after changing the
location of his office from one address to another address in this State,
file a certificate with the Secretary of State that sets forth the names
of the registered limited-liability partnerships represented by the agent
and the new address of his office.
(Added to NRS by 1995, 1467)
1. If a registered limited-liability partnership wishes to change
the location of its principal office in this State or its resident agent,
it shall first file with the Secretary of State a certificate of change
of principal office or resident agent that sets forth:
(a) The name of the registered limited-liability partnership;
(b) The street address of its principal office;
(c) If the location of its principal office will be changed, the
street address of its new principal office;
(d) The name of its resident agent; and
(e) If its resident agent will be changed, the name of its new
resident agent.
2. A certificate of acceptance signed by the new resident agent
must accompany the certificate of change of resident agent.
3. A certificate of change of principal office or resident agent
filed pursuant to this section must be:
(a) Signed by a managing partner of the registered
limited-liability partnership; and
(b) Accompanied by a fee of $60.
4. If the name of a resident agent is changed as a result of a
merger, conversion, exchange, sale, reorganization or amendment, the
resident agent shall:
(a) File with the Secretary of State a certificate of name change
of resident agent that includes:
(1) The current name of the resident agent as filed with the
Secretary of State;
(2) The new name of the resident 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 resident agent represents; and
(b) Pay to the Secretary of State a filing fee of $100.
5. A change authorized by this section becomes effective upon the
filing of the proper certificate of change.
(Added to NRS by 1995, 1469; A 1999, 1618 ; 2001, 3184 ; 2003, 20th Special Session, 79 )
1. A resident agent who wishes to resign shall:
(a) File with the Secretary of State a signed statement in the
manner provided pursuant to subsection 1 of NRS 78.097 that he is unwilling to continue to act as the
resident agent of the registered limited-liability partnership for the
service of process; and
(b) Pay to the Secretary of State the filing fee set forth in
subsection 1 of NRS 78.097 .
Ê A resignation is not effective until the signed statement is filed with
the Secretary of State.
2. The statement of resignation may contain a statement by the
affected registered limited-liability partnership appointing a successor
resident agent. A certificate of acceptance signed by the new agent,
stating the full name, complete street address and, if different from the
street address, the mailing address of the new agent, must accompany the
statement appointing the new resident agent.
3. Upon the filing of the statement with the Secretary of State,
the capacity of the person as resident agent terminates. If the statement
of resignation contains no statement by the registered limited-liability
partnership appointing a successor resident agent, the resigning agent
shall immediately give written notice, by certified mail, to the
registered limited-liability partnership of the filing of the statement
and its effect. The notice must be addressed to a managing partner in
this State.
4. If a resident agent dies, resigns or removes himself from the
State, the registered limited-liability partnership shall, within 30 days
thereafter, file with the Secretary of State a certificate of acceptance,
signed by the new resident agent. The certificate must set forth the full
name, complete street address and, if different from the street address,
the mailing address of the newly designated resident agent.
5. If a registered limited-liability partnership fails to file a
certificate of acceptance within the period required by subsection 4, it
is in default and is subject to the provisions of NRS 87.520 .
(Added to NRS by 1995, 1467; A 1999, 1618 ; 2003, 3145 ; 2003, 20th Special Session, 80 )
1. A registered limited-liability partnership shall, on or before
the last day of the first month after the filing of its certificate of
registration with the Secretary of State, and annually thereafter on or
before the last day of the month in which the anniversary date of the
filing of its certificate of registration with the Secretary of State
occurs, file with the Secretary of State, on a form furnished by him, a
list that contains:
(a) The name of the registered limited-liability partnership;
(b) The file number of the registered limited-liability
partnership, if known;
(c) The names of all of its managing partners;
(d) The address, either residence or business, of each managing
partner;
(e) The name and street address of its lawfully designated resident
agent in this State; and
(f) The signature of a managing partner of the registered
limited-liability partnership 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 registered
limited-liability partnership has complied with the provisions of NRS
360.780 and which 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.
2. Upon filing:
(a) The initial list required by subsection 1, the registered
limited-liability partnership shall pay to the Secretary of State a fee
of $125.
(b) Each annual list required by subsection 1, the registered
limited-liability partnership shall pay to the Secretary of State a fee
of $125.
3. If a managing partner of a registered limited-liability
partnership resigns and the resignation is not reflected on the annual or
amended list of managing partners, the registered limited-liability
partnership or the resigning managing partner shall pay to the Secretary
of State a fee of $75 to file the resignation.
4. The Secretary of State shall, at least 90 days before the last
day for filing each annual list required by subsection 1, cause to be
mailed to the registered limited-liability partnership a notice of the
fee due pursuant to subsection 2 and a reminder to file the annual list
required by subsection 1. The failure of any registered limited-liability
partnership to receive a notice or form does not excuse it from complying
with the provisions of this section.
5. If the list to be filed pursuant to the provisions of
subsection 1 is defective, or the fee required by subsection 2 is not
paid, the Secretary of State may return the list for correction or
payment.
6. An annual list that is filed by a registered limited-liability
partnership which is not in default more than 90 days before it is due
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.
(Added to NRS by 1995, 1467; A 1997, 2816; 1999, 1619 ; 2001, 3184 ; 2003, 20th Special Session, 81 , 185 ; 2005, 2262 )
1. A registered limited-liability partnership that fails to comply
with the provisions of NRS 87.510 is in
default.
2. Upon notification from the Administrator of the Real Estate
Division of the Department of Business and Industry that a registered
limited-liability partnership which is a unit-owners’ association as
defined in NRS 116.011 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
registered limited-liability partnership to be in default. If, after the
registered limited-liability partnership is deemed to be in default, the
Administrator notifies the Secretary of State that the registered
limited-liability partnership has registered pursuant to NRS 116.31158
and paid the fees pursuant to NRS
116.31155 , the Secretary of State
shall reinstate the registered limited-liability partnership if the
registered limited-liability partnership complies with the requirements
for reinstatement as provided in this section and NRS 87.530 .
3. Any registered limited-liability partnership that is in default
pursuant to this section must, in addition to the fee required to be paid
pursuant to NRS 87.510 , pay a penalty
of $75.
4. The Secretary of State shall provide written notice to the
resident agent of any registered limited-liability partnership that is in
default. The written notice:
(a) Must include the amount of any payment that is due from the
registered limited-liability partnership.
(b) At the request of the resident agent, may be provided
electronically.
5. If a registered limited-liability partnership fails to pay the
amount that is due, the certificate of registration of the registered
limited-liability partnership shall be deemed revoked immediately after
the last day of the month in which the anniversary date of the filing of
the certificate of registration occurs, and the Secretary of State shall
notify the registered limited-liability partnership, by providing written
notice to its resident agent or, if the registered limited-liability
partnership does not have a resident agent, to a managing partner, that
its certificate of registration is revoked. The written notice:
(a) Must include the amount of any fees and penalties incurred that
are due.
(b) At the request of the resident agent or managing partner, may
be provided electronically.
(Added to NRS by 1995, 1469; A 2001, 3185 ; 2003, 20th Special Session, 82 )
1. Except as otherwise provided in subsection 3, the Secretary of
State shall reinstate the certificate of registration of a registered
limited-liability partnership that is revoked pursuant to NRS 87.520
if the registered limited-liability
partnership:
(a) Files with the Secretary of State:
(1) The information required by NRS 87.510 ; and
(2) A certificate of acceptance of appointment signed by its
resident agent; and
(b) Pays to the Secretary of State:
(1) The fee required to be paid pursuant to NRS 87.510
;
(2) Any penalty required to be paid pursuant to NRS 87.520
; and
(3) A reinstatement fee of $300.
2. When the Secretary of State reinstates the registered
limited-liability partnership, he shall issue to the registered
limited-liability partnership a certificate of reinstatement if the
registered limited-liability partnership:
(a) Requests a certificate of reinstatement; and
(b) Pays the required fees pursuant to NRS 87.550 .
3. The Secretary of State shall not reinstate the certificate of
registration of a registered limited-liability partnership if the
certificate was revoked pursuant to the provisions of this chapter at
least 5 years before the date of the proposed reinstatement.
(Added to NRS by 1995, 1469; A 2001, 3185 ; 2003, 20th Special Session, 82 )
