US Laws, Codes, Statutes & Cases

CHAPTER 87 - PARTNERSHIPS

GENERAL PROVISIONS

NRS 87.001              Definitions. [Effective July 1, 2006.]

NRS 87.002              “Business” defined. [Effective July 1, 2006.]

NRS 87.003              “Professional service” defined. [Effective July 1, 2006.]

NRS 87.004              “Record” defined. [Effective July 1, 2006.]

NRS 87.005              “Sign” defined. [Effective July 1, 2006.]

NRS 87.006              “Signature” defined. [Effective July 1, 2006.]

NRS 87.007              “State” defined. [Effective July 1, 2006.]

NRS 87.008              “Street address” defined. [Effective July 1, 2006.]

UNIFORM PARTNERSHIP ACT

General Provisions

NRS 87.010              Short title. [Effective through June 30, 2006.]

NRS 87.010              Short title. [Effective July 1, 2006.]

NRS 87.020              Definitions. [Effective through June 30, 2006.]

NRS 87.020              Definitions. [Effective July 1, 2006.]

NRS 87.025              Applicability. [Effective July 1, 2006.]

NRS 87.030              Interpretation of knowledge and notice. [Effective through June 30, 2006.]

NRS 87.030              Interpretation of knowledge and notice. [Effective July 1, 2006.]

NRS 87.040              Rules of construction. [Effective through June 30, 2006.]

NRS 87.040              Rules of construction. [Effective July 1, 2006.]

NRS 87.050              Rules for cases not provided for in this chapter. [Effective through June 30, 2006.]

NRS 87.050              Rules for cases not provided for in NRS 87.010 to 87.430, inclusive. [Effective July 1, 2006.]

Nature of Partnership

NRS 87.060              Partnership defined. [Effective through June 30, 2006.]

NRS 87.060              Partnership defined. [Effective July 1, 2006.]

NRS 87.070              Rules for determining existence of partnership.

NRS 87.080              Property of partnership.

Relations of Partners to Persons Dealing With Partnership

NRS 87.090              Partner agent of partnership; restrictions on authority.

NRS 87.100              Conveyance of real property of partnership.

NRS 87.110              Partnership bound by admission of partner. [Effective through June 30, 2006.]

NRS 87.110              Partnership bound by admission of partner. [Effective July 1, 2006.]

NRS 87.120              Partnership charged with knowledge of or notice to partner.

NRS 87.130              Partnership bound by partner’s wrongful act.

NRS 87.140              Partnership bound by partner’s breach of trust.

NRS 87.150              Nature of partner’s liability.

NRS 87.160              Partner by estoppel.

NRS 87.170              Liability of incoming partner.

Relations of Partners to One Another

NRS 87.180              Rules determining rights and duties of partners.

NRS 87.190              Partnership’s books.

NRS 87.200              Duty of partners to render information.

NRS 87.210              Partner accountable as fiduciary.

NRS 87.220              Right to formal account.

NRS 87.230              Continuation of partnership beyond fixed term.

Property Rights of Partners

NRS 87.240              Extent of property rights of partner.

NRS 87.250              Nature of partner’s right in specific property of partnership. [Effective through June 30, 2006.]

NRS 87.250              Nature of partner’s right in specific property of partnership. [Effective July 1, 2006.]

NRS 87.260              Nature of partner’s interest in partnership.

NRS 87.270              Assignment of partner’s interest.

NRS 87.280              Partner’s interest subject to charging order. [Effective through June 30, 2006.]

NRS 87.280              Partner’s interest subject to charging order. [Effective July 1, 2006.]

Dissolution and Winding Up

NRS 87.290              Dissolution defined.

NRS 87.300              Partnership not terminated by dissolution.

NRS 87.310              Causes of dissolution.

NRS 87.320              Dissolution by decree of court.

NRS 87.330              General effect of dissolution on authority of partner.

NRS 87.340              Right of partner to contribution from copartners after dissolution.

NRS 87.350              Power of partner to bind partnership to third persons after dissolution.

NRS 87.360              Effect of dissolution on partner’s existing liability.

NRS 87.370              Right to wind up.

NRS 87.380              Rights of partners to application of property of partnership.

NRS 87.390              Rights where partnership is dissolved for fraud or misrepresentation.

NRS 87.400              Rules for distribution.

NRS 87.410              Liability of persons who continue business of partnership in certain cases.

NRS 87.420              Rights of retiring or estate of deceased partner when business of partnership is continued.

NRS 87.430              Accrual of actions.

UNIFORM PARTNERSHIP ACT (1997)

General Provisions

NRS 87.4301            Short title. [Effective July 1, 2006.]

NRS 87.4302            Definitions. [Effective July 1, 2006.]

NRS 87.4303            “Debtor in bankruptcy” defined. [Effective July 1, 2006.]

NRS 87.4304            “Distribution” defined. [Effective July 1, 2006.]

NRS 87.4305            “Partnership” defined. [Effective July 1, 2006.]

NRS 87.4306            “Partnership agreement” defined. [Effective July 1, 2006.]

NRS 87.4307            “Partnership at will” defined. [Effective July 1, 2006.]

NRS 87.4308            “Partnership interest” and “partner’s interest in the partnership” defined. [Effective July 1, 2006.]

NRS 87.4309            “Person” defined. [Effective July 1, 2006.]

NRS 87.431              “Property” defined. [Effective July 1, 2006.]

NRS 87.4311            “Registered limited-liability partnership” defined. [Effective July 1, 2006.]

NRS 87.4312            “Statement” defined. [Effective July 1, 2006.]

NRS 87.4313            “Transfer” defined. [Effective July 1, 2006.]

NRS 87.4314            Applicability. [Effective July 1, 2006.]

NRS 87.4315            Knowledge and notice. [Effective July 1, 2006.]

NRS 87.4316            Effect of partnership agreement; nonwaivable provisions. [Effective July 1, 2006.]

NRS 87.4317            Supplemental principles of law. [Effective July 1, 2006.]

NRS 87.4318            Execution, filing and recording of statements. [Effective July 1, 2006.]

NRS 87.4319            Governing law. [Effective July 1, 2006.]

NRS 87.432              Partnership subject to amendment to or repeal of NRS 87.4301 to 87.4357, inclusive. [Effective July 1, 2006.]

Nature of Partnership

NRS 87.4321            Partnership as entity. [Effective July 1, 2006.]

NRS 87.4322            Formation of partnership. [Effective July 1, 2006.]

NRS 87.4323            Partnership property. [Effective July 1, 2006.]

NRS 87.4324            When property is partnership property. [Effective July 1, 2006.]

Relations of Partners to Persons Dealing With Partnership

NRS 87.4325            Partner agent of partnership. [Effective July 1, 2006.]

NRS 87.4326            Transfer of partnership property. [Effective July 1, 2006.]

NRS 87.4327            Statement of partnership authority. [Effective July 1, 2006.]

NRS 87.4328            Statement of denial. [Effective July 1, 2006.]

NRS 87.4329            Partnership liable for actionable conduct of partner. [Effective July 1, 2006.]

NRS 87.433              Liability of partners. [Effective July 1, 2006.]

NRS 87.4331            Actions by and against partnership and partners. [Effective July 1, 2006.]

NRS 87.4332            Liability of purported partner. [Effective July 1, 2006.]

Relations of Partners to Each Other and to Partnership

NRS 87.4333            Rights and duties of partner. [Effective July 1, 2006.]

NRS 87.4334            Distributions in kind. [Effective July 1, 2006.]

NRS 87.4335            Rights and duties of partner with respect to information. [Effective July 1, 2006.]

NRS 87.4336            Conduct of partner: General standards. [Effective July 1, 2006.]

NRS 87.4337            Actions by partnership and partners. [Effective July 1, 2006.]

NRS 87.4338            Continuation of partnership beyond definite term or particular undertaking. [Effective July 1, 2006.]

Transferees and Creditors of Partner

NRS 87.4339            Partner not co-owner of partnership property. [Effective July 1, 2006.]

NRS 87.434              Transferable interest of partner in partnership. [Effective July 1, 2006.]

NRS 87.4341            Transfer of transferable interest of partner. [Effective July 1, 2006.]

NRS 87.4342            Transferable interest of partner subject to charging order. [Effective July 1, 2006.]

Dissociation of Partner

NRS 87.4343            Events causing dissociation. [Effective July 1, 2006.]

NRS 87.4344            Power of partner to dissociate; wrongful dissociation. [Effective July 1, 2006.]

NRS 87.4345            Effect of dissociation. [Effective July 1, 2006.]

Dissociation of Partner When Business Not Wound Up

NRS 87.4346            Purchase of dissociated partner’s interest. [Effective July 1, 2006.]

NRS 87.4347            Power of dissociated partner to bind; liability to partnership. [Effective July 1, 2006.]

NRS 87.4348            Liability of dissociated partner to other persons. [Effective July 1, 2006.]

NRS 87.4349            Statement of dissociation. [Effective July 1, 2006.]

NRS 87.435              Continued use of partnership name. [Effective July 1, 2006.]

Winding Up Partnership Business

NRS 87.4351            Events causing dissolution and winding up of partnership business. [Effective July 1, 2006.]

NRS 87.4352            Partnership continues after dissolution. [Effective July 1, 2006.]

NRS 87.4353            Right to wind up partnership business. [Effective July 1, 2006.]

NRS 87.4354            Power of partner to bind partnership after dissolution. [Effective July 1, 2006.]

NRS 87.4355            Statement of dissolution. [Effective July 1, 2006.]

NRS 87.4356            Liability of partner to other partners after dissolution. [Effective July 1, 2006.]

NRS 87.4357            Settlement of accounts and contributions among partners. [Effective July 1, 2006.]

REGISTERED LIMITED-LIABILITY PARTNERSHIPS

NRS 87.440              Filing requirements; required and optional provisions of certificate of registration.

NRS 87.450              Name of partnership: Distinguishable name required; limitations; availability of name of forfeited, merged or otherwise terminated partnership; regulations.

NRS 87.455              Name of partnership: Reinstatement under old or new name; regulations.

NRS 87.460              Amendment of certificate of registration.

NRS 87.470              Termination of registration.

NRS 87.480              Resident agent and principal office: Requirements; change of address.

NRS 87.490              Revocation of appointment of resident agent; change of location of principal office; change of name of resident agent.

NRS 87.500              Resident agent: Resignation; designation of successor after death, resignation or removal from State.

NRS 87.510              Annual list: Filing requirements; fees; notice.

NRS 87.520              Defaulting partnerships: Identification; penalty; reinstatement of partnership which is unit-owners’ association; duties of Secretary of State; revocation of registration.

NRS 87.530              Defaulting partnerships: Conditions and procedure for reinstatement.

NRS 87.540              Status of partnership and liability of partners not affected by errors in certain filed information.

FOREIGN REGISTERED LIMITED-LIABILITY PARTNERSHIPS

NRS 87.541              Annual list: Filing requirements; fees; powers and duties of Secretary of State.

NRS 87.5415            Certificate of authorization to transact business.

NRS 87.542              Addresses of managing partners required; failure to file.

NRS 87.5425            Defaulting partnerships: Identification; forfeiture of right to transact business; penalty.

NRS 87.543              Defaulting partnerships: Duties of Secretary of State.

NRS 87.5435            Defaulting partnerships: Conditions and procedure for reinstatement.

NRS 87.544              Defaulting partnerships: Reinstatement under old or new name; regulations.

MISCELLANEOUS PROVISIONS

NRS 87.5445            Form required for filing of records.

NRS 87.545              Procedure to submit replacement page to Secretary of State before actual filing of record.

NRS 87.547              Correction of inaccurate or defective record filed with Secretary of State.

NRS 87.550              Fees.

NRS 87.560              Operation of domestic partnership in another jurisdiction; registration of foreign registered limited-liability partnership.

_________

GENERAL PROVISIONS

      NRS 87.001  Definitions. [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)

      NRS 87.002  “Business” defined. [Effective July 1, 2006.]  “Business” includes every business, trade and occupation.

      (Added to NRS by 2005, 421, effective July 1, 2006)

      NRS 87.003  “Professional service” defined. [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)

      NRS 87.004  “Record” defined. [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)

      NRS 87.005  “Sign” defined. [Effective July 1, 2006.]  “Sign” means to affix a signature to a record.

      (Added to NRS by 2005, 421, effective July 1, 2006)

      NRS 87.006  “Signature” defined. [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)

      NRS 87.007  “State” defined. [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)

      NRS 87.008  “Street address” defined. [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

      NRS 87.010  Short title. [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)

      NRS 87.010  Short title. [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)

      NRS 87.020  Definitions. [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)

      NRS 87.020  Definitions. [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)

      NRS 87.025  Applicability. [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)

      NRS 87.030  Interpretation of knowledge and notice. [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)

      NRS 87.030  Interpretation of knowledge and notice. [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)

      NRS 87.040  Rules of construction. [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)

      NRS 87.040  Rules of construction. [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)

      NRS 87.050  Rules for cases not provided for in this chapter. [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)

      NRS 87.050  Rules for cases not provided for in NRS 87.010 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

      NRS 87.060  Partnership defined. [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)

      NRS 87.060  Partnership defined. [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)

      NRS 87.070  Rules for determining existence of partnership.  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)

      NRS 87.080  Property of partnership.

      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

      NRS 87.090  Partner agent of partnership; restrictions on authority.

      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)

      NRS 87.100  Conveyance of real property of partnership.

      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)

      NRS 87.110  Partnership bound by admission of partner. [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)

      NRS 87.110  Partnership bound by admission of partner. [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)

      NRS 87.120  Partnership charged with knowledge of or notice to partner.  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]

      NRS 87.130  Partnership bound by partner’s wrongful act.  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]

      NRS 87.140  Partnership bound by partner’s breach of trust.  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]

      NRS 87.150  Nature of partner’s liability.

      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)

      NRS 87.160  Partner by estoppel.

      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]

      NRS 87.170  Liability of incoming partner.  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

      NRS 87.180  Rules determining rights and duties of partners.  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)

      NRS 87.190  Partnership’s books.  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]

      NRS 87.200  Duty of partners to render information.  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]

      NRS 87.210  Partner accountable as fiduciary.

      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]

      NRS 87.220  Right to formal account.  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]

      NRS 87.230  Continuation of partnership beyond fixed term.

      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

      NRS 87.240  Extent of property rights of partner.  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]

      NRS 87.250  Nature of partner’s right in specific property of partnership. [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)

      NRS 87.250  Nature of partner’s right in specific property of partnership. [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)

      NRS 87.260  Nature of partner’s interest in partnership.  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]

      NRS 87.270  Assignment of partner’s interest.

      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]

      NRS 87.280  Partner’s interest subject to charging order. [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)

      NRS 87.280  Partner’s interest subject to charging order. [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

      NRS 87.290  Dissolution defined.  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]

      NRS 87.300  Partnership not terminated by dissolution.  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]

      NRS 87.310  Causes of dissolution.  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]

      NRS 87.320  Dissolution by decree of court.

      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]

      NRS 87.330  General effect of dissolution on authority of partner.  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]

      NRS 87.340  Right of partner to contribution from copartners after dissolution.  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)

      NRS 87.350  Power of partner to bind partnership to third persons after dissolution.

      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]

      NRS 87.360  Effect of dissolution on partner’s existing liability.

      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)

      NRS 87.370  Right to wind up.  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]

      NRS 87.380  Rights of partners to application of property of partnership.

      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]

      NRS 87.390  Rights where partnership is dissolved for fraud or misrepresentation.  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]

      NRS 87.400  Rules for distribution.  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)

      NRS 87.410  Liability of persons who continue business of partnership in certain cases.

      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]

      NRS 87.420  Rights of retiring or estate of deceased partner when business of partnership is continued.  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]

      NRS 87.430  Accrual of actions.  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

      NRS 87.4301  Short title. [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)

      NRS 87.4302  Definitions. [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)

      NRS 87.4303  “Debtor in bankruptcy” defined. [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)

      NRS 87.4304  “Distribution” defined. [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)

      NRS 87.4305  “Partnership” defined. [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)

      NRS 87.4306  “Partnership agreement” defined. [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)

      NRS 87.4307  “Partnership at will” defined. [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)

      NRS 87.4308  “Partnership interest” and “partner’s interest in the partnership” defined. [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)

      NRS 87.4309  “Person” defined. [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)

      NRS 87.431  “Property” defined. [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)

      NRS 87.4311  “Registered limited-liability partnership” defined. [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)

      NRS 87.4312  “Statement” defined. [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)

      NRS 87.4313  “Transfer” defined. [Effective July 1, 2006.]  “Transfer” includes an assignment, conveyance, lease, mortgage, deed and encumbrance.

      (Added to NRS by 2005, 422, effective July 1, 2006)

      NRS 87.4314  Applicability. [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)

      NRS 87.4315  Knowledge and notice. [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)

      NRS 87.4316  Effect of partnership agreement; nonwaivable provisions. [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)

      NRS 87.4317  Supplemental principles of law. [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)

      NRS 87.4318  Execution, filing and recording of statements. [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 pursua