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Nevada Revised Statutes

Chapter 88

Nev. Rev. Stat. ch. 88

Uniform Limited Partnership Act

88.010Short title 88.315Definitions 88.317Applicability 88.318Secretary of State authorized to adopt certain regulations to allow limited partnership to carry out powers and duties through most recent technology 88.320Name of partnership: Distinguishable name required; limitations; availability of name of forfeited, merged or otherwise terminated partnership; regulations 88.325Name of partnership: Reservation; transfer of right to exclusive use of reserved name 88.327Name of partnership: Reinstatement or revival under old or new name; regulations 88.330Registered agent required; maintenance of records at principal office in State or with custodian of records; change of address 88.332Resignation of registered agent or termination of registration of commercial registered agent 88.335Records required to be maintained at principal office in State or with custodian of records; inspection and copying of records 88.3355Statement to be maintained at principal place of business or with custodian of records; requirement to assist in criminal investigation; failure to comply; regulations 88.3357Manner of storage of records; conversion of electronic records into clear and legible paper form; admissibility in evidence of electronic records 88.336Form required for filing of records 88.337Procedure to submit replacement page to Secretary of State before actual filing of record 88.338Filing of records written in language other than English 88.339Correction of inaccurate or defective record filed with Secretary of State; cancellation of filings 88.340Partnership records: Microfilming; imaging; return 88.342Business which may be carried on; prohibition against formation of limited partnership for certain illegal purposes 88.345Right of partner to transact other business with partnership 88.350Filing requirements; required and optional provisions of certificate of limited partnership 88.352Penalty for purporting to do business as limited partnership without filing certificate of limited partnership; enforcement; regulations 88.355Amendment and restatement of certificate of limited partnership 88.360Cancellation of certificate of limited partnership 88.365Authority of district court to order signing of certificate 88.370Notice imparted by filing certificate of limited partnership 88.375Manner in which certificates must be signed 88.380Filing and effectiveness of certificates or judicial decrees 88.385Liability for false statements in certificates 88.390Delivery of certificates to limited partners 88.395Annual list: Filing requirements; fees; notice; regulations 88.397Additional filing requirements for certain partnerships: Criteria; statement; fees 88.400Certificate of authorization to transact business; identification of defaulting partnerships; reinstatement of partnership which is unit-owners’ association; forfeiture and penalty 88.405Defaulting partnerships: Duties of Secretary of State; revocation of certificate; assets held in trust 88.410Defaulting partnerships: Conditions and procedure for reinstatement 88.413Renewal or revival of certificate: Procedure; fee; certificate as evidence; status of partnership 88.415Fees 88.420When person becomes limited partner; admission of additional limited partners 88.425Voting rights 88.430Liability to other persons; exceptions 88.435Liability of person erroneously believing self to be limited partner 88.440Right of limited partner to records and information of partnership 88.445Admission of additional general partners 88.450Events of withdrawal 88.455Rights, powers and liabilities 88.460Contributions to partnership by general partner 88.465Voting rights 88.470Form of partner’s contribution 88.475Liability of partner for contributions to partnership 88.480Sharing of profits and losses among partners 88.485Distribution of assets among partners 88.490Right of partner to receive distributions before withdrawal from or dissolution of partnership 88.495Withdrawal of general partner 88.500Withdrawal of limited partner 88.505Distribution upon withdrawal 88.510Distribution in kind 88.515Rights upon distribution 88.520Limitations on distribution 88.522Limitations on distributions applicable to restricted limited partnerships 88.525Liability upon return of contribution 88.528Nature of interest in partnership 88.530Assignments 88.535Rights and remedies of creditor of partner 88.540Right of assignee to become limited partner; liability 88.545Rights of estate of deceased or incapacitated partner 88.548Dissolution of limited partnership whose certificate has been revoked without additional fees and penalties; regulations 88.550Events causing dissolution 88.555Dissolution by decree of district court 88.560Winding up 88.565Distribution of assets 88.570Law governing organization, internal affairs and liability of limited partners 88.575Filing requirements; prohibition against registration for certain illegal purposes; required provisions of application for registration 88.580Issuance of certificate of registration by Secretary of State 88.585Registration of name 88.590Amendments to application for registration 88.591Annual list: Filing requirements; fees; powers and duties of Secretary of State; regulations 88.5915Additional filing requirements for certain partnerships: Criteria; statement; fees 88.592Certificate of authorization to transact business 88.5925Addresses of general partners required; failure to file 88.5927List or statement to be maintained at principal office in State or with custodian of records; requirement to assist in criminal investigation; failure to comply; regulations 88.593Defaulting partnerships: Identification; forfeiture of right to transact business; penalty 88.5935Defaulting partnerships: Duties of Secretary of State 88.594Defaulting partnerships: Conditions and procedure for reinstatement 88.5945Defaulting partnerships: Reinstatement or revival under old or new name; regulations 88.5947Cancellation of revoked registration without additional fees and penalties; regulations 88.595Cancellation of registration 88.597Renewal of revival of right to transact business: Procedure; fee; certificate as evidence; status of partnership 88.600Penalty for transacting business without registration; enforcement; regulations 88.602Activities not constituting transaction of business 88.603Determination of whether solicitation is made or accepted 88.605Action by Attorney General to restrain transaction of business 88.606Filing requirements; required and optional provisions of certificate of registration; prohibition against registration for certain illegal purposes 88.6062Penalty for purporting to do business as registered limited-liability limited partnership without registration; enforcement; regulations 88.6065Name of partnership: Distinguishable name required; limitations; availability of name of forfeited, merged or otherwise terminated partnership; regulations 88.6067List or statement to be maintained at principal office in State or with custodian of records; requirement to assist in criminal investigation; failure to comply; regulations 88.607Termination of registration 88.6075Status of partnership and liability of partners not affected by errors in certain filed information 88.608Liability of partner for debt or liability of partnership 88.6085Liability of persons acting on behalf of partnership without authority 88.6087Penalty for purporting to transact business as foreign registered limited-liability limited partnership without registration; enforcement; regulations 88.609Name of foreign partnership 88.610Authority of limited partner to bring action 88.615Qualifications of plaintiff 88.620Pleading 88.625Expenses 88.630Legislative intent 88.635Applicability of NRS 87.010 to 87.430, inclusive 88.640Provisions for existing partnerships 88.645Act repealed 88.650Operation of domestic partnership in another jurisdiction