2005 Nevada Revised Statutes - Chapter 87 — Partnerships

CHAPTER 87 - PARTNERSHIPS

GENERAL PROVISIONS

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

NRS 87.002 Businessdefined. [Effective July 1, 2006.]

NRS 87.003 Professionalservice defined. [Effective July 1, 2006.]

NRS 87.004 Recorddefined. [Effective July 1, 2006.]

NRS 87.005 Signdefined. [Effective July 1, 2006.]

NRS 87.006 Signaturedefined. [Effective July 1, 2006.]

NRS 87.007 Statedefined. [Effective July 1, 2006.]

NRS 87.008 Streetaddress defined. [Effective July 1, 2006.]

UNIFORM PARTNERSHIP ACT

General Provisions

NRS 87.010 Shorttitle. [Effective through June 30, 2006.]

NRS 87.010 Shorttitle. [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 Interpretationof knowledge and notice. [Effective through June 30, 2006.]

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

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

NRS 87.040 Rulesof construction. [Effective July 1, 2006.]

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

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

Nature of Partnership

NRS 87.060 Partnershipdefined. [Effective through June 30, 2006.]

NRS 87.060 Partnershipdefined. [Effective July 1, 2006.]

NRS 87.070 Rulesfor determining existence of partnership.

NRS 87.080 Propertyof partnership.

Relations of Partners to Persons Dealing WithPartnership

NRS 87.090 Partneragent of partnership; restrictions on authority.

NRS 87.100 Conveyanceof real property of partnership.

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

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

NRS 87.120 Partnershipcharged with knowledge of or notice to partner.

NRS 87.130 Partnershipbound by partners wrongful act.

NRS 87.140 Partnershipbound by partners breach of trust.

NRS 87.150 Natureof partners liability.

NRS 87.160 Partnerby estoppel.

NRS 87.170 Liabilityof incoming partner.

Relations of Partners to One Another

NRS 87.180 Rulesdetermining rights and duties of partners.

NRS 87.190 Partnershipsbooks.

NRS 87.200 Dutyof partners to render information.

NRS 87.210 Partneraccountable as fiduciary.

NRS 87.220 Rightto formal account.

NRS 87.230 Continuationof partnership beyond fixed term.

Property Rights of Partners

NRS 87.240 Extentof property rights of partner.

NRS 87.250 Natureof partners right in specific property of partnership. [Effective through June30, 2006.]

NRS 87.250 Natureof partners right in specific property of partnership. [Effective July 1,2006.]

NRS 87.260 Natureof partners interest in partnership.

NRS 87.270 Assignmentof partners interest.

NRS 87.280 Partnersinterest subject to charging order. [Effective through June 30, 2006.]

NRS 87.280 Partnersinterest subject to charging order. [Effective July 1, 2006.]

Dissolution and Winding Up

NRS 87.290 Dissolutiondefined.

NRS 87.300 Partnershipnot terminated by dissolution.

NRS 87.310 Causesof dissolution.

NRS 87.320 Dissolutionby decree of court.

NRS 87.330 Generaleffect of dissolution on authority of partner.

NRS 87.340 Rightof partner to contribution from copartners after dissolution.

NRS 87.350 Powerof partner to bind partnership to third persons after dissolution.

NRS 87.360 Effectof dissolution on partners existing liability.

NRS 87.370 Rightto wind up.

NRS 87.380 Rightsof partners to application of property of partnership.

NRS 87.390 Rightswhere partnership is dissolved for fraud or misrepresentation.

NRS 87.400 Rulesfor distribution.

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

NRS 87.420 Rightsof retiring or estate of deceased partner when business of partnership iscontinued.

NRS 87.430 Accrualof actions.

UNIFORM PARTNERSHIP ACT (1997)

General Provisions

NRS 87.4301 Shorttitle. [Effective July 1, 2006.]

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

NRS 87.4303 Debtorin bankruptcy defined. [Effective July 1, 2006.]

NRS 87.4304 Distributiondefined. [Effective July 1, 2006.]

NRS 87.4305 Partnershipdefined. [Effective July 1, 2006.]

NRS 87.4306 Partnershipagreement defined. [Effective July 1, 2006.]

NRS 87.4307 Partnershipat will defined. [Effective July 1, 2006.]

NRS 87.4308 Partnershipinterest and partners interest in the partnership defined. [Effective July1, 2006.]

NRS 87.4309 Persondefined. [Effective July 1, 2006.]

NRS 87.431 Propertydefined. [Effective July 1, 2006.]

NRS 87.4311 Registeredlimited-liability partnership defined. [Effective July 1, 2006.]

NRS 87.4312 Statementdefined. [Effective July 1, 2006.]

NRS 87.4313 Transferdefined. [Effective July 1, 2006.]

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

NRS 87.4315 Knowledgeand notice. [Effective July 1, 2006.]

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

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

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

NRS 87.4319 Governinglaw. [Effective July 1, 2006.]

NRS 87.432 Partnershipsubject to amendment to or repeal of NRS87.4301 to 87.4357, inclusive.[Effective July 1, 2006.]

Nature of Partnership

NRS 87.4321 Partnershipas entity. [Effective July 1, 2006.]

NRS 87.4322 Formationof partnership. [Effective July 1, 2006.]

NRS 87.4323 Partnershipproperty. [Effective July 1, 2006.]

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

Relations of Partners to Persons Dealing WithPartnership

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

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

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

NRS 87.4328 Statementof denial. [Effective July 1, 2006.]

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

NRS 87.433 Liabilityof partners. [Effective July 1, 2006.]

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

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

Relations of Partners to Each Other and toPartnership

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

NRS 87.4334 Distributionsin kind. [Effective July 1, 2006.]

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

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

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

NRS 87.4338 Continuationof partnership beyond definite term or particular undertaking. [Effective July1, 2006.]

Transferees and Creditors of Partner

NRS 87.4339 Partnernot co-owner of partnership property. [Effective July 1, 2006.]

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

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

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

Dissociation of Partner

NRS 87.4343 Eventscausing dissociation. [Effective July 1, 2006.]

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

NRS 87.4345 Effectof dissociation. [Effective July 1, 2006.]

Dissociation of Partner When Business Not Wound Up

NRS 87.4346 Purchaseof dissociated partners interest. [Effective July 1, 2006.]

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

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

NRS 87.4349 Statementof dissociation. [Effective July 1, 2006.]

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

Winding Up Partnership Business

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

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

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

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

NRS 87.4355 Statementof dissolution. [Effective July 1, 2006.]

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

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

REGISTERED LIMITED-LIABILITY PARTNERSHIPS

NRS 87.440 Filingrequirements; required and optional provisions of certificate of registration.

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

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

NRS 87.460 Amendmentof certificate of registration.

NRS 87.470 Terminationof registration.

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

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

NRS 87.500 Residentagent: Resignation; designation of successor after death, resignation orremoval from State.

NRS 87.510 Annuallist: Filing requirements; fees; notice.

NRS 87.520 Defaultingpartnerships: Identification; penalty; reinstatement of partnership which isunit-owners association; duties of Secretary of State; revocation ofregistration.

NRS 87.530 Defaultingpartnerships: Conditions and procedure for reinstatement.

NRS 87.540 Statusof partnership and liability of partners not affected by errors in certainfiled information.

FOREIGN REGISTERED LIMITED-LIABILITY PARTNERSHIPS

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

NRS 87.5415 Certificateof authorization to transact business.

NRS 87.542 Addressesof managing partners required; failure to file.

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

NRS 87.543 Defaultingpartnerships: Duties of Secretary of State.

NRS 87.5435 Defaultingpartnerships: Conditions and procedure for reinstatement.

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

MISCELLANEOUS PROVISIONS

NRS 87.5445 Formrequired for filing of records.

NRS 87.545 Procedureto submit replacement page to Secretary of State before actual filing ofrecord.

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

NRS 87.550 Fees.

NRS 87.560 Operationof domestic partnership in another jurisdiction; registration of foreignregistered 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 meaningsascribed to them in those sections.

(Added to NRS by 2005, 421, effectiveJuly 1, 2006)

NRS 87.002 Businessdefined. [Effective July 1, 2006.] Businessincludes every business, trade and occupation.

(Added to NRS by 2005, 421, effectiveJuly 1, 2006)

NRS 87.003 Professionalservice defined. [Effective July 1, 2006.] Professionalservice means any type of personal service that may legally be performed onlypursuant to a license or certificate of registration.

(Added to NRS by 2005, 421, effectiveJuly 1, 2006)

NRS 87.004 Recorddefined. [Effective July 1, 2006.] Recordmeans information that is inscribed on a tangible medium or that is stored inan electronic or other medium and is retrievable in perceivable form.

(Added to NRS by 2005, 421, effectiveJuly 1, 2006)

NRS 87.005 Signdefined. [Effective July 1, 2006.] Signmeans to affix a signature to a record.

(Added to NRS by 2005, 421, effectiveJuly 1, 2006)

NRS 87.006 Signaturedefined. [Effective July 1, 2006.] Signaturemeans a name, word, symbol or mark executed or otherwise adopted, or a recordencrypted or similarly processed in whole or in part, by a person with thepresent intent to identify himself and adopt or accept a record. The termincludes, without limitation, an electronic signature as defined in NRS 719.100.

(Added to NRS by 2005, 421, effectiveJuly 1, 2006)

NRS 87.007 Statedefined. [Effective July 1, 2006.] Statemeans a state of the United States, the District of Columbia, the Commonwealthof Puerto Rico or any territory or insular possession subject to thejurisdiction of the United States.

(Added to NRS by 2005, 421, effectiveJuly 1, 2006)

NRS 87.008 Streetaddress defined. [Effective July 1, 2006.] Streetaddress of a resident agent means the actual physical location in this Stateat which a resident agent is available for service of process.

(Added to NRS by 2005, 421, effectiveJuly 1, 2006)

UNIFORM PARTNERSHIP ACT

General Provisions

NRS 87.010 Shorttitle. [Effective through June 30, 2006.] Thischapter 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.] NRS87.010 to 87.430, inclusive, may becited as the Uniform Partnership Act.

[1:74:1931; 1931 NCL 5028](NRS A 2005, 440, effectiveJuly 1, 2006)

NRS 87.020 Definitions.[Effective through June 30, 2006.] As used inthis chapter, unless the context otherwise requires:

1. Bankrupt includes bankrupt under the FederalBankruptcy Act or insolvent under any state insolvent act.

2. Business includes every trade, occupation orprofession.

3. Conveyance includes every assignment, lease,mortgage or encumbrance.

4. Court includes every court and judge havingjurisdiction in the case.

5. Professional service means any type of personalservice which may legally be performed only pursuant to a license orcertificate of registration.

6. Real property includes land and any interest orestate in land.

7. Record means information that is inscribed on atangible medium or that is stored in an electronic or other medium and isretrievable in perceivable form.

8. Registered limited-liability partnership means apartnership formed pursuant to an agreement governed by this chapter for thepurpose of rendering a professional service and registered pursuant to andcomplying 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 markexecuted or otherwise adopted, or a record encrypted or similarly processed inwhole or in part, by a person with the present intent to identify himself andadopt or accept a record. The term includes, without limitation, an electronicsignature as defined in NRS 719.100.

11. Street address of a resident agent means theactual physical location in this State at which a resident agent is availablefor 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 contextotherwise requires:

1. Bankrupt includes bankrupt under the FederalBankruptcy Act or insolvent under any state insolvent act.

2. Conveyance includes every assignment, lease,mortgage or encumbrance.

3. Court includes every court and judge havingjurisdiction in the case.

4. Real property includes land and any interest orestate in land.

5. Registered limited-liability partnership means apartnership formed pursuant to an agreement governed by NRS 87.010 to 87.430, inclusive, for the purpose ofrendering 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, effectiveJuly 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 whichdoes 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 whichvoluntarily elects to be governed by the provisions of NRS 87.010 to 87.430, inclusive.

(Added to NRS by 2005, 421, effectiveJuly 1, 2006)

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

1. A person has knowledge of a fact within themeaning of this chapter not only when he has actual knowledge thereof, but alsowhen he has knowledge of such other facts as in the circumstances shows badfaith.

2. A person has notice of a fact within the meaningof 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 ofcommunication, a written statement of the fact to such person or to a properperson at his place of business or residence.

[3:74:1931; 1931 NCL 5028.02](NRS A 2005, 441)

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

1. A person has knowledge of a fact within themeaning of NRS 87.010 to 87.430, inclusive, not only when he hasactual knowledge thereof, but also when he has knowledge of such other facts asin the circumstances shows bad faith.

2. A person has notice of a fact within the meaningof NRS 87.010 to 87.430, inclusive, when the person whoclaims the benefit of the notice:

(a) States the fact to such person, or

(b) Delivers through the mail, or by other means ofcommunication, a written statement of the fact to such person or to a properperson at his place of business or residence.

[3:74:1931; 1931 NCL 5028.02](NRS A 2005, 441, effectiveJuly 1, 2006)

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

1. The rule that statutes in derogation of the commonlaw 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 construedas to effectuate its general purpose to make uniform the law of those stateswhich enact it.

5. This chapter shall not be construed so as to impairthe obligations of any contract existing on July 1, 1931, nor to affect anyaction 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. [EffectiveJuly 1, 2006.]

1. The rule that statutes in derogation of the commonlaw 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 andconstrued as to effectuate its general purpose to make uniform the law of thosestates which enact it.

5. The provisions of NRS87.010 to 87.430, inclusive, shallnot be construed so as to impair the obligations of any contract existing onJuly 1, 1931, nor to affect any action or proceedings begun or right accruedbefore July 1, 1931.

[4:74:1931; 1931 NCL 5028.03](NRS A 2005, 441, effectiveJuly 1, 2006)

NRS 87.050 Rulesfor cases not provided for in this chapter. [Effective through June 30, 2006.] In any case not provided for in this chapter the rules oflaw 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 87.010to 87.430,inclusive. [Effective July 1, 2006.] In anycase not provided for in NRS 87.010 to 87.430, inclusive, the rules of law andequity, including the law merchant, govern.

[5:74:1931; 1931 NCL 5028.04](NRS A 2005, 441, effectiveJuly 1, 2006)

Nature of Partnership

NRS 87.060 Partnershipdefined. [Effective through June 30, 2006.]

1. Except as otherwise provided in subsection 2, apartnership is an association of two or more persons to carry on as co-owners abusiness for profit, and includes a registered limited-liability partnership.

2. Any association formed under any other statute ofthis State, or any statute adopted by authority, other than the authority ofthis State, is not a partnership under this chapter, unless the associationwould have been a partnership in this State before July 1, 1931. This chapterapplies to limited partnerships except in so far as the statutes relating tosuch partnerships are inconsistent with it.

[6:74:1931; 1931 NCL 5028.05](NRS A 1995, 1471; 2005, 442)

NRS 87.060 Partnership defined. [Effective July1, 2006.]

1. Except as otherwise provided in subsection 2, apartnership is an association of two or more persons to carry on as co-owners abusiness for profit, and includes a registered limited-liability partnership.

2. Any association formed under any other statute ofthis State, or any statute adopted by authority, other than the authority ofthis State, is not a partnership under NRS87.010 to 87.430, inclusive, unlessthe 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 limitedpartnerships except in so far as the statutes relating to such partnerships areinconsistent with it.

[6:74:1931; 1931 NCL 5028.05](NRS A 1995, 1471; 2005, 442, effectiveJuly 1, 2006)

NRS 87.070 Rulesfor determining existence of partnership. Indetermining whether a partnership exists, these rules apply:

1. Except as provided by NRS 87.160 persons who are not partners asto each other are not partners as to third persons.

2. Joint tenancy, tenancy in common, tenancy by theentireties, joint property, common property, or part ownership does not ofitself establish a partnership, whether such co-owners do or do not share anyprofits made by the use of the property.

3. The sharing of gross returns does not of itselfestablish a partnership, whether or not the persons sharing them have a jointor common right or interest in any property from which the returns are derived.

4. The receipt by a person of a share of the profitsof a business is prima facie evidence that he is a partner in the business, butno 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 orrepresentative of a deceased partner;

(d) As interest on a loan, though the amount of paymentvary with the profits of the business; or

(e) As the consideration for the sale of a goodwill ofa business or other property by installments or otherwise.

[7:74:1931; 1931 NCL 5028.06](NRS A 1979, 146)

NRS 87.080 Propertyof partnership.

1. All property originally brought into thepartnership stock or subsequently acquired by purchase or otherwise, on accountof the partnership, is partnership property.

2. Unless the contrary intention appears, propertyacquired with partnership funds is partnership property.

3. Any estate in real property may be acquired in thepartnership name. Title so acquired can be conveyed only in the partnershipname.

4. A conveyance to a partnership in the partnershipname, though without words of inheritance, passes the entire estate of thegrantor unless a contrary intent appears.

[8:74:1931; 1931 NCL 5028.07]

Relations of Partners to Persons Dealing With Partnership

NRS 87.090 Partneragent of partnership; restrictions on authority.

1. Every partner is an agent of the partnership forthe purpose of its business, and the act of every partner, including theexecution in the partnership name of any instrument, for apparently carrying onin the usual way the business of the partnership of which he is a member bindsthe partnership, unless the partner so acting has in fact no authority to actfor the partnership in the particular matter, and the person with whom he isdealing has knowledge of the fact that he has no such authority.

2. An act of a partner which is not apparently for thecarrying on of the business of the partnership in the usual way does not bindthe 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 thebusiness, one or more but less than all the partners have no authority to:

(a) Assign the partnership property in trust forcreditors or on the assignees 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 tocarry on the ordinary business of a partnership;

(d) Confess a judgment; or

(e) Submit a partnership claim or liability toarbitration or reference.

4. No act of a partner in contravention of arestriction on authority shall bind the partnership to persons having knowledgeof the restriction.

5. One or more of the partners designated in anagreement among all of the partners may sell all or substantially all of theproperty of the partnership without the unanimous approval or consent of thepartners if:

(a) The sale is approved by a vote; or

(b) The prior consent of the partners for a sale of allor substantially all of the property has been given in an agreement among thepartners,

and writtennotice of the sale is sent by registered or certified mail to all partners atleast 15 days before the date of the sale.

[9:74:1931; 1931 NCL 5028.08](NRS A 1987, 375)

NRS 87.100 Conveyanceof real property of partnership.

1. Where title to real property is in the partnershipname, any partner may convey title to such property by a conveyance signed inthe partnership name, but the partnership may recover such property unless thepartners act binds the partnership under the provisions of subsection 1 of NRS 87.090 or unless such property has beenconveyed by the grantee or a person claiming through such grantee to a holderfor value without knowledge that the partner, in making the conveyance, hasexceeded his authority.

2. Where title to real property is in the name of thepartnership, a conveyance signed by a partner, in his own name, passes theequitable interest of the partnership, provided the act is one within theauthority of the partner under the provisions of subsection 1 of NRS 87.090.

3. Where title to real property is in the name of oneor more but not all the partners, and the record does not disclose the right ofthe partnership, the partners in whose name the title stands may convey titleto such property, but the partnership may recover such property if thepartners act does not bind the partnership under the provisions of subsection1 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 ofone or more or all the partners, or in a third person in trust for thepartnership, a conveyance signed by a partner in the partnership name, or inhis own name, passes the equitable interest of the partnership, provided theact is one within the authority of the partner under the provisions ofsubsection 1 of NRS 87.090.

5. Where the title to real property is in the names ofall the partners a conveyance signed by all the partners passes all theirrights in such property.

[10:74:1931; 1931 NCL 5028.09](NRS A 2003, 3144)

NRS 87.110 Partnershipbound by admission of partner. [Effective through June 30, 2006.] An admission or representation made by any partner concerningpartnership affairs within the scope of his authority as conferred by thischapter is evidence against the partnership.

[11:74:1931; 1931 NCL 5028.10](NRS A 2005, 442)

NRS 87.110 Partnership bound by admission ofpartner. [Effective July 1, 2006.] Anadmission or representation made by any partner concerning partnership affairswithin the scope of his authority as conferred by NRS 87.010 to 87.430, inclusive, is evidence against thepartnership.

[11:74:1931; 1931 NCL 5028.10](NRS A 2005, 442, effectiveJuly 1, 2006)

NRS 87.120 Partnershipcharged with knowledge of or notice to partner. Noticeto any partner of any matter relating to partnership affairs, and the knowledgeof the partner acting in the particular matter, acquired while a partner orthen present to his mind, and the knowledge of any other partner who reasonablycould and should have communicated it to the acting partner, operate as noticeto or knowledge of the partnership, except in the case of a fraud on thepartnership committed by or with the consent of that partner.

[12:74:1931; 1931 NCL 5028.11]

NRS 87.130 Partnershipbound by partners wrongful act. Where by anywrongful act or omission of any partner acting in the ordinary course of thebusiness of the partnership or with the authority of his copartners, loss orinjury is caused to any person, not being a partner in the partnership, or anypenalty is incurred, the partnership is liable therefor to the same extent asthe partner so acting or omitting to act.

[13:74:1931; 1931 NCL 5028.12]

NRS 87.140 Partnershipbound by partners breach of trust. The partnershipis bound to make good the loss:

1. Where one partner acting within the scope of hisapparent authority receives money or property of a third person and misappliesit; and

2. Where the partnership in the course of its businessreceives money or property of a third person and the money or property soreceived is misapplied by any partner while it is in the custody of thepartnership.

[14:74:1931; 1931 NCL 5028.13]

NRS 87.150 Natureof partners liability.

1. Except as otherwise provided in subsection 2, allpartners are liable:

(a) Jointly and severally for everything chargeable tothe partnership under NRS 87.130 and 87.140.

(b) Jointly for all other debts and obligations of thepartnership; but any partner may enter into a separate obligation to perform apartnership contract.

2. Subject to subsection 3, a partner in a registeredlimited-liability partnership is not liable directly or indirectly, by way ofindemnification, contribution, assessment or otherwise, for debts, obligationsor liabilities of or chargeable to the partnership, whether in contract, tortor otherwise, arising from omissions, negligence, wrongful acts, misconduct ormalpractice committed while the partnership is a registered limited-liabilitypartnership and in the course of the partnership business by another partner oran employee, agent or representative of the partnership.

3. Subsection 2 does not affect the liability of apartner in a registered limited-liability partnership for his own omissions,negligence, wrongful acts, misconduct or malpractice or that of any personunder his direct supervision and control.

4. A partner in a registered limited-liabilitypartnership is not a proper party to a proceeding by or against the registeredlimited-liability partnership, the object of which is to recover damages orenforce the obligations arising out of the acts, omissions, malpractice ormisconduct of the type described in subsection 2 unless he is personally liableunder subsection 3.

[15:74:1931; 1931 NCL 5028.14](NRS A 1995, 1471)

NRS 87.160 Partnerby estoppel.

1. When a person, by words spoken or written or byconduct, represents himself, or consents to another representing him to anyone, as a partner in an existing partnership or with one or more persons notactual partners, he is liable to any such person to whom such representationhas been made who has, on the faith of such representation, given credit to theactual or apparent partnership, and if he has made such representation orconsented 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 suchperson so giving credit by or with the knowledge of the apparent partner makingthe representation or consenting to its being made.

(a) When a partnership liability results, he is liableas though he were an actual member of the partnership.

(b) When no partnership liability results, he is liablejointly with the other persons, if any, so consenting to the contract orrepresentation as to incur liability, otherwise separately.

2. When a person has been thus represented to be apartner in an existing partnership, or with one or more persons not actualpartners, he is an agent of the persons consenting to such representation tobind them to the same extent and in the same manner as though he were a partnerin fact, with respect to persons who rely upon the representation. Where allthe members of the existing partnership consent to the representation, apartnership act or obligation results; but in all other cases it is the jointact or obligation of the person acting and the persons consenting to the representation.

[16:74:1931; 1931 NCL 5028.15]

NRS 87.170 Liabilityof incoming partner. A person admitted as apartner into an existing partnership is liable for all the obligations of thepartnership arising before his admission as though he had been a partner whensuch obligations were incurred, except that this liability shall be satisfiedonly out of partnership property.

[17:74:1931; 1931 NCL 5028.16]

Relations of Partners to One Another

NRS 87.180 Rulesdetermining rights and duties of partners. Therights and duties of the partners in relation to the partnership aredetermined, 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 shareequally in the profits and surplus remaining after all liabilities, includingthose to partners, are satisfied. Except as otherwise provided in subsection 2of NRS 87.150, each partner shallcontribute towards the losses, whether of capital or otherwise, sustained bythe partnership according to his share in the profits.

2. The partnership shall indemnify every partner inrespect of payments made and personal liabilities reasonably incurred by him inthe ordinary and proper conduct of its business, or for the preservation of itsbusiness or property.

3. A partner, who in aid of the partnership makes anypayment 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 capitalcontributed by him only from the date when repayment should be made.

5. All partners have equal rights in the managementand conduct of the partnership business.

6. No partner is entitled to remuneration for actingin the partnership business, except that a surviving partner is entitled toreasonable compensation for his services in winding up the partnership affairs.

7. No person may become a member of a partnershipwithout the consent of all the partners.

8. Any difference arising as to ordinary mattersconnected with the partnership business may be decided by a majority of thepartners. No act in contravention of any agreement between the partners may bedone rightfully without the consent of all the partners.

[18:74:1931; 1931 NCL 5028.17](NRS A 1995, 1471)

NRS 87.190 Partnershipsbooks. The partnership books shall be kept, subjectto any agreement between the partners, at the principal place of business ofthe partnership, and every partner shall at all times have access to and mayinspect and copy any of them.

[19:74:1931; 1931 NCL 5028.18]

NRS 87.200 Dutyof partners to render information. Partnersshall render on demand true and full information of all things affecting thepartnership to any partner or the legal representative of any deceased partneror partner under legal disability.

[20:74:1931; 1931 NCL 5028.19]

NRS 87.210 Partneraccountable as fiduciary.

1. Every partner must account to the partnership forany benefit and hold as trustee for it any profits derived by him without theconsent of the other partners from any transaction connected with theformation, conduct, or liquidation of the partnership or from any use by him ofits property.

2. This section applies also to the representatives ofa deceased partner engaged in the liquidation of the affairs of the partnershipas the personal representatives of the last surviving partner.

[21:74:1931; 1931 NCL 5028.20]

NRS 87.220 Rightto formal account. Any partner shall have theright to a formal account as to partnership affairs:

1. If he is wrongfully excluded from the partnershipbusiness or possession of its property by his copartners;

2. If the right exists under the terms of anyagreement;

3. As provided by NRS87.210; or

4. Whenever other circumstances render it just andreasonable.

[22:74:1931; 1931 NCL 5028.21]

NRS 87.230 Continuationof partnership beyond fixed term.

1. When a partnership for a fixed term or particularundertaking is continued after the termination of such term or particularundertaking without any express agreement, the rights and duties of thepartners remain the same as they were at such termination, so far as isconsistent with a partnership at will.

2. A continuation of the business by partners or suchof them as habitually acted therein during the term, without any settlement orliquidation of the partnership affairs, is prima facie evidence of acontinuation of the partnership.

[23:74:1931; 1931 NCL 5028.22]

Property Rights of Partners

NRS 87.240 Extentof property rights of partner. The propertyrights 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 Natureof partners right in specific property of partnership. [Effective through June30, 2006.]

1. A partner is co-owner with his partners of specificpartnership property holding as a tenant in partnership.

2. The incidents of this tenancy are such that:

(a) A partner, subject to the provisions of thischapter and to any agreement between the partners, has an equal right with hispartners to possess specific partnership property for partnership purposes; buthe has no right to possess such property for any other purpose without theconsent of his partners.

(b) A partners right in specific partnership propertyis not assignable except in connection with the assignment of rights of all thepartners in the same property.

(c) A partners right in specific partnership propertyis not subject to attachment or execution, except on a claim against thepartnership. When partnership property is attached for a partnership debt thepartners, or any of them, or the representatives of a deceased partner, cannotclaim any right under the homestead or exemption laws.

(d) On the death of a partner his right in specificpartnership property vests in the surviving partner or partners, except wherethe deceased was the last surviving partner, when his right in such propertyvests in his legal representative. Such surviving partner or partners, or thelegal representative of the last surviving partner, has no right to possess thepartnership property for any but a partnership purpose.

(e) A partners right in specific partnership propertyis 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 partners right in specificproperty of partnership. [Effective July 1, 2006.]

1. A partner is co-owner with his partners of specificpartnership 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 agreementbetween the partners, has an equal right with his partners to possess specificpartnership property for partnership purposes; but he has no right to possesssuch property for any other purpose without the consent of his partners.

(b) A partners right in specific partnership propertyis not assignable except in connection with the assignment of rights of all thepartners in the same property.

(c) A partners right in specific partnership propertyis not subject to attachment or execution, except on a claim against thepartnership. When partnership property is attached for a partnership debt thepartners, or any of them, or the representatives of a deceased partner, cannotclaim any right under the homestead or exemption laws.

(d) On the death of a partner his right in specificpartnership property vests in the surviving partner or partners, except wherethe deceased was the last surviving partner, when his right in such propertyvests in his legal representative. Such surviving partner or partners, or thelegal representative of the last surviving partner, has no right to possess thepartnership property for any but a partnership purpose.

(e) A partners right in specific partnership propertyis 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, effectiveJuly 1, 2006)

NRS 87.260 Natureof partners interest in partnership. Apartners 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 Assignmentof partners interest.

1. A conveyance by a partner of his interest in thepartnership does not of itself dissolve the partnership, nor, as against theother partners in the absence of agreement, entitle the assignee, during thecontinuance of the partnership, to interfere in the management oradministration of the partnership business or affairs, or to require anyinformation or account of partnership transactions, or to inspect thepartnership books; but it merely entitles the assignee to receive in accordancewith his contract the profits to which the assigning partner would otherwise beentitled.

2. In case of a dissolution of the partnership, theassignee is entitled to receive his assignors interest and may require anaccount from the date only of the last account agreed to by all the partners.

[27:74:1931; 1931 NCL 5028.26]

NRS 87.280 Partnersinterest subject to charging order. [Effective through June 30, 2006.]

1. On due application to a competent court by anyjudgment creditor of a partner, the court which entered the judgment, order, ordecree, or any other court, may charge the interest of the debtor partner withpayment 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 ofany other money due or to fall due to him in respect of the partnership, andmake all other orders, directions, accounts and inquiries which the debtorpartner might have made, or which the circumstances of the case may require.

2. The interest charged may be redeemed at any timebefore foreclosure, or in case of a sale being directed by the court may bepurchased without thereby causing a dissolution:

(a) With separate property, by any one or more of thepartners; or

(b) With partnership property, by any one or more ofthe partners with the consent of all the partners whose interests are not socharged or sold.

3. Nothing in this chapter shall be held to deprive apartner of his right, if any, under the exemption laws, as regards his interestin the partnership.

[28:74:1931; 1931 NCL 5028.27](NRS A 2005, 442)

NRS 87.280 Partners interest subject tocharging order. [Effective July 1, 2006.]

1. On due application to a competent court by anyjudgment creditor of a partner, the court which entered the judgment, order, ordecree, or any other court, may charge the interest of the debtor partner withpayment 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 ofany other money due or to fall due to him in respect of the partnership, andmake all other orders, directions, accounts and inquiries which the debtorpartner might have made, or which the circumstances of the case may require.

2. The interest charged may be redeemed at any timebefore foreclosure, or in case of a sale being directed by the court may bepurchased without thereby causing a dissolution:

(a) With separate property, by any one or more of thepartners; or

(b) With partnership property, by any one or more ofthe partners with the consent of all the partners whose interests are not socharged or sold.

3. Nothing in the provisions of NRS 87.010 to 87.430, inclusive, shall be held to deprivea partner of his right, if any, under the exemption laws, as regards his interestin the partnership.

[28:74:1931; 1931 NCL 5028.27](NRS A 2005, 442, effectiveJuly 1, 2006)

Dissolution and Winding Up

NRS 87.290 Dissolutiondefined. The dissolution of a partnership isthe change in the relation of the partners caused by any partner ceasing to beassociated in the carrying on as distinguished from the winding up of thebusiness.

[29:74:1931; 1931 NCL 5028.28]

NRS 87.300 Partnershipnot terminated by dissolution. On dissolutionthe partnership is not terminated, but continues until the winding up ofpartnership affairs is completed.

[30:74:1931; 1931 NCL 5028.29]

NRS 87.310 Causesof dissolution. Dissolution is caused:

1. Without violation of the agreement between thepartners:

(a) By the termination of the definite term orparticular undertaking specified in the agreement;

(b) By the express will of any partner when no definiteterm or particular undertaking is specified;

(c) By the express will of all the partners who havenot assigned their interests or suffered them to be charged for their separatedebts, either before or after the termination of any specified term orparticular undertaking; or

(d) By the expulsion of any partner from the businessbona fide in accordance with such a power conferred by the agreement betweenthe partners;

2. In contravention of the agreement between thepartners, where the circumstances do not permit a dissolution under any otherprovision of this section, by the express will of any partner at any time;

3. By any event which makes it unlawful for thebusiness of the partnership to be carried on or for the members to carry it onin partnership;

4. By the death of any partner;

5. By the bankruptcy of any partner or thepartnership; or

6. By decree of court under NRS 87.320.

[31:74:1931; 1931 NCL 5028.30]

NRS 87.320 Dissolutionby decree of court.

1. On application by or for a partner the court shalldecree a dissolution whenever:

(a) A partner has been declared a lunatic in anyjudicial proceeding or is shown to be of unsound mind;

(b) A partner becomes in any other way incapable ofperforming his part of the partnership contract;

(c) A partner has been guilty of such conduct as tendsto affect prejudicially the carrying on of the business;

(d) A partner willfully or persistently commits abreach of the partnership agreement, or otherwise so conducts himself inmatters relating to the partnership business that it is not reasonablypracticable to carry on the business in partnership with him;

(e) The business of the partnership can only be carriedon at a loss; or

(f) Other circumstances render a dissolution equitable.

2. On the application of the purchaser of a partnersinterest under NRS 87.270 or 87.280:

(a) After the termination of the specified term orparticular undertaking; or

(b) At any time if the partnership was a partnership atwill when the interest was assigned or when the charging order was issued.

[32:74:1931; 1931 NCL 5028.31]

NRS 87.330 Generaleffect of dissolution on authority of partner. Exceptso far as may be necessary to wind up partnership affairs or to completetransactions begun but not then finished, dissolution terminates all authorityof any partner to act for the partnership:

1. With respect to the partners:

(a) When the dissolution is not by the act, bankruptcyor death of a partner; or

(b) When the dissolution is by such act, bankruptcy ordeath of a partner, in cases where NRS87.340 so requires.

2. With respect to persons not partners, as declaredin NRS 87.350.

[33:74:1931; 1931 NCL 5028.32]

NRS 87.340 Rightof partner to contribution from copartners after dissolution. Where the dissolution is caused by the act, death orbankruptcy of a partner, each partner is liable to his copartners for his shareof any liability created by any partner acting for the partnership as if thepartnership had not been dissolved unless:

1. The dissolution being by act of any partner, thepartner acting for the partnership had knowledge of the dissolution;

2. The dissolution being by the death or bankruptcy ofa partner, the partner acting for the partnership had knowledge or notice ofthe death or bankruptcy; or

3. The liability is one for which he is not liableunder subsection 2 of NRS 87.150.

[34:74:1931; 1931 NCL 5028.33](NRS A 1995, 1472)

NRS 87.350 Powerof partner to bind partnership to third persons after dissolution.

1. After dissolution a partner can bind thepartnership except as provided in subsection 3:

(a) By any act appropriate for winding up partnershipaffairs or completing transactions unfinished at dissolution;

(b) By any transaction which would bind the partnershipif dissolution had not taken place, provided the other party to thetransaction:

(1) Had extended credit to the partnership priorto dissolution and had no knowledge or notice of the dissolution; or

(2) Though he had not so extended credit, hadnevertheless known of the partnership prior to dissolution and, having noknowledge or notice of dissolution, the fact of dissolution had not beenadvertised in a newspaper of general circulation in the place (or in each placeif more than one) at which the partnership business was regularly carried on.

2. The liability of a partner under paragraph (b) ofsubsection 1 shall be satisfied out of partnership assets alone when suchpartner had been prior to dissolution:

(a) Unknown as a partner to the person with whom thecontract is made; and

(b) So far unknown and inactive in partnership affairsthat the business reputation of the partnership could not be said to have beenin any degree due to his connection with it.

3. The partnership is in no case bound by any act of apartner after dissolution:

(a) Where the partnership is dissolved because it isunlawful to carry on the business, unless the act is appropriate for winding uppartnership affairs;

(b) Where the partner has become bankrupt; or

(c) Where the partner has no authority to wind uppartnership affairs, except by a transaction with one who:

(1) Had extended credit to the partnership priorto dissolution and had no knowledge or notice of his want of authority; or

(2) Had not extended credit to the partnershipprior to dissolution, and, having no knowledge or notice of his want ofauthority, the fact of his want of authority has not been advertised in themanner provided for advertising the fact of dissolution in subparagraph (2) ofparagraph (b) of subsection 1.

4. Nothing in this section shall affect the liabilityunder NRS 87.160 of any person who afterdissolution represents himself or consents to another representing him as apartner in a partnership engaged in carrying on business.

[35:74:1931; 1931 NCL 5028.34]

NRS 87.360 Effectof dissolution on partners existing liability.

1. The dissolution of the partnership does not ofitself discharge the existing liability of any partner.

2. A partner is discharged from any existing liabilityupon dissolution of the partnership by an agreement to that effect betweenhimself, the partnership creditor and the person or partnership continuing thebusiness. Such an agreement may be inferred from the course of dealing betweenthe creditor having knowledge of the dissolution and the person or partnershipcontinuing the business.

3. Where a person agrees to assume the existingobligations of a dissolved partnership, the partners whose obligations havebeen assumed are discharged from any liability to any creditor of thepartnership who, knowing of the agreement, consents to a material alteration inthe nature or time of payment of such obligations.

4. The individual property of a deceased partner isliable for all obligations of the partnership incurred while he was a partnerand 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 Rightto wind up. Unless otherwise agreed thepartners who have not wrongfully dissolved the partnership, or the legalrepresentative of the last surviving partner, not bankrupt, has the right towind up the partnership affairs; provided, however, that any partner, his legalrepresentative or his assignee, upon cause shown, may obtain winding up by thecourt.

[37:74:1931; 1931 NCL 5028.36]

NRS 87.380 Rightsof partners to application of property of partnership.

1. When dissolution is caused in any way, except incontravention of the partnership agreement, each partner as against hiscopartners and all persons claiming through them in respect of their interestsin the partnership, unless otherwise agreed, may have the partnership propertyapplied to discharge its liabilities, and the surplus applied to pay in cashthe net amount owing to the respective partners. But if dissolution is causedby expulsion of a partner, bona fide under the partnership agreement and if theexpelled partner is discharged from all partnership liabilities, either bypayment or agreement under subsection 2 of NRS87.360, he shall receive in cash only the net amount due him from thepartnership.

2. When dissolution is caused in contravention of thepartnership agreement the rights of the partners shall be as follows:

(a) Each partner who has not caused dissolutionwrongfully shall have:

(1) All the rights specified in subsection 1 ofthis section; and

(2) The right, as against each partner who hascaused the dissolution wrongfully, to damages for breach of the agreement.

(b) The partners who have not caused the dissolutionwrongfully, 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 termfor 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 anypartner who has caused the dissolution wrongfully, the value of his interest inthe partnership at the dissolution, less any damages recoverable undersubparagraph (2) of paragraph (a) of subsection 2, and in like manner indemnifyhim against all present or future partnership liabilities.

(c) A partner who has caused the dissolution wrongfullyshall have:

(1) If the business is not continued under theprovisions of paragraph (b) of subsection 2, all the rights of a partner undersubsection 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 claimingthrough them in respect of their interests in the partnership, to have thevalue of his interest in the partnership, less any damages caused to hiscopartners by the dissolution, ascertained and paid to him in cash, or thepayment secured by bond approved by the court, and to be released from all existingliabilities of the partnership; but in ascertaining the value of the partnersinterest the value of the goodwill of the business shall not be considered.

[38:74:1931; 1931 NCL 5028.37]

NRS 87.390 Rightswhere partnership is dissolved for fraud or misrepresentation. Where a partnership contract is rescinded on the ground ofthe fraud or misrepresentation of one of the parties thereto, the partyentitled to rescind is, without prejudice to any other right, entitled:

1. To a lien on, or a right of retention of, thesurplus of the partnership property after satisfying the partnershipliabilities to third persons for any sum of money paid by him for the purchaseof an interest in the partnership and for any capital or advances contributedby him;

2. To stand, after all liabilities to third personshave been satisfied, in the place of the creditors of the partnership for anypayments made by him in respect of the partnership liabilities; and

3. To be indemnified by the person guilty of the fraudor making the representation against all debts and liabilities of thepartnership.

[Part 39:74:1931; 1931 NCL 5028.38]

NRS 87.400 Rulesfor distribution. In settling accounts betweenthe partners after dissolution, the following rules must be observed, subjectto any agreement to the contrary:

1. The assets of the partnership are:

(a) The partnership property; and

(b) The contributions of the partners specified insubsection 4.

2. The liabilities of the partnership rank in order ofpayment, as follows:

(a) Those owing to creditors other than partners.

(b) Those owing to partners other than for capital andprofits.

(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 theirdeclaration 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 bysubsection 1 of NRS 87.180, the amountnecessary 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 partnersshall contribute their share of the liabilities, and, in the relativeproportions in which they share the profits, the additional amount necessary topay the liabilities.

5. An assignee for the benefit of creditors or anyperson appointed by the court may enforce the contributions specified insubsection 4.

6. Any partner or his legal representative may enforcethe contributions specified in subsection 4, to the extent of the amount whichhe has paid in excess of his share of the liability.

7. The individual property of a deceased partner isliable for the contributions specified in subsection 4.

8. When partnership property and the individualproperties of the partners are in possession of a court for distribution,partnership creditors have priority on partnership property and separatecreditors on individual property, saving the rights of lien or securedcreditors as heretofore.

9. Where a partner has become bankrupt or his estateis insolvent, the claims against his separate property rank in the followingorder:

(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 Liabilityof persons who continue business of partnership in certain cases.

1. When any new partner is admitted into an existingpartnership, or when any partner retires and assigns (or the representative ofthe deceased partner assigns) his rights in partnership property to two or moreof the partners, or to one or more of the partners and one or more thirdpersons, if the business is continued without liquidation of the partnershipaffairs, creditors of the first or dissolved partnership are also creditors ofthe partnership so continuing the business.

2. When all but one partner retire and assign (or therepresentative of a deceased partner assigns) their rights in partnershipproperty to the remaining partner, who continues the business withoutliquidation of partnership affairs, either alone or with others, creditors ofthe dissolved partnership are also creditors of the person or partnership socontinuing the business.

3. When any partner retires or dies and the businessof 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 deceasedpartner, but without any assignment of his right in partnership property,rights of creditors of the dissolved partnership and of the creditors of theperson or partnership continuing the business shall be as if such assignmenthad been made.

4. When all the partners or their representativesassign their rights in partnership property to one or more third persons whopromise to pay the debts and who continue the business of the dissolvedpartnership, creditors of the dissolved partnership are also creditors of theperson or partnership continuing the business.

5. When any partner wrongfully causes a dissolutionand the remaining partners continue the business under the provisions ofparagraph (b) of subsection 2 of NRS 87.380,either alone or with others, and without liquidation of the partnershipaffairs, creditors of the dissolved partnership are also creditors of theperson or partnership continuing the business.

6. When a partner is expelled and the remainingpartners continue the business either alone or with others, without liquidationof the partnership affairs, creditors of the dissolved partnership are alsocreditors of the person or partnership continuing the business.

7. The liability of a third person becoming a partnerin the partnership continuing the business, under this section, to thecreditors of the dissolved partnership shall be satisfied out of partnershipproperty only.

8. When the business of a partnership afterdissolution is continued under any conditions set forth in this section thecreditors of the dissolved partnership, as against the separate creditors ofthe 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 ofthe deceased partner against the person or partnership continuing the business,on account of the retired or deceased partners interest in the dissolvedpartnership or on account of any consideration promised for such interest orfor his right in partnership property.

9. Nothing in this section shall be held to modify anyright of creditors to set aside any assignment on the ground of fraud.

10. The use by the person or partnership continuingthe business of the partnership name, or the name of the deceased partner aspart thereof, shall not of itself make the individual property of the deceasedpartner liable for any debts contracted by such person or partnership.

[40:74:1931; 1931 NCL 5028.39]

NRS 87.420 Rightsof retiring or estate of deceased partner when business of partnership iscontinued. When any partner retires or dies,and the business is continued under any of the conditions set forth insubsections 1, 2, 3, 5 and 6 of NRS 87.410,or paragraph (b) of subsection 2 of NRS87.380, without any settlement of accounts as between him or his estate andthe person or partnership continuing the business, unless otherwise agreed, heor his legal representative as against such persons or partnership may have thevalue of his interest at the date of dissolution ascertained, and shall receiveas an ordinary creditor an amount equal to the value of his interest in thedissolved partnership with interest, or, at his option or at the option of hislegal representative, in lieu of interest, the profits attributable to the useof his right in the property of the dissolved partnership; provided that thecreditors of the dissolved partnership as against the separate creditors, orthe representative of the retired or deceased partner, shall have priority onany claim arising under this section as provided by subsection 8 of NRS 87.410.

[41:74:1931; 1931 NCL 5028.40]

NRS 87.430 Accrualof actions. The right to an account of hisinterest shall accrue to any partner, or his legal representative, as againstthe winding up partners or the surviving partners or the person or partnershipcontinuing the business, at the date of dissolution, in the absence of anyagreement to the contrary.

[42:74:1931; 1931 NCL 5028.41]

UNIFORM PARTNERSHIP ACT (1997)

General Provisions

NRS 87.4301 Shorttitle. [Effective July 1, 2006.] NRS 87.4301 to 87.4357, inclusive, may be cited as theUniform Partnership Act (1997).

(Added to NRS by 2005, 421, effectiveJuly 1, 2006)

NRS 87.4302 Definitions.[Effective July 1, 2006.] As used in NRS 87.4301 to 87.4357, inclusive, unless the contextotherwise requires, the words and terms defined in NRS 87.4303 to 87.4313, inclusive, have the meaningsascribed to them in those sections.

(Added to NRS by 2005, 421, effectiveJuly 1, 2006)

NRS 87.4303 Debtorin bankruptcy defined. [Effective July 1, 2006.] Debtorin bankruptcy means a person who is the subject of:

1. An order for relief under Title 11 of the UnitedStates Code or a comparable order under a successor statute of generalapplication; or

2. A comparable order under federal, state or foreignlaw governing insolvency.

(Added to NRS by 2005, 422, effectiveJuly 1, 2006)

NRS 87.4304 Distributiondefined. [Effective July 1, 2006.] Distributionmeans a transfer of money or other property from a partnership to a partner inthe partners capacity as a partner or to the partners transferee.

(Added to NRS by 2005, 422, effectiveJuly 1, 2006)

NRS 87.4305 Partnershipdefined. [Effective July 1, 2006.] Partnershipmeans an association of two or more persons to carry on as co-owners of abusiness for profit formed under NRS87.4322, predecessor law or comparable law of another jurisdiction.

(Added to NRS by 2005, 422, effectiveJuly 1, 2006)

NRS 87.4306 Partnershipagreement defined. [Effective July 1, 2006.] Partnershipagreement means the agreement, whether written, oral or implied, among thepartners concerning the partnership, including amendments to the partnershipagreement.

(Added to NRS by 2005, 422, effectiveJuly 1, 2006)

NRS 87.4307 Partnershipat will defined. [Effective July 1, 2006.] Partnershipat will means a partnership in which the partners have not agreed to remainpartners until the expiration of a definite term or the completion of a particularundertaking.

(Added to NRS by 2005, 422, effectiveJuly 1, 2006)

NRS 87.4308 Partnershipinterest and partners interest in the partnership defined. [Effective July1, 2006.] Partnership interest or partnersinterest in the partnership means all of a partners interests in thepartnership, including the partners transferable interest and all managementand other rights.

(Added to NRS by 2005, 422, effectiveJuly 1, 2006)

NRS 87.4309 Persondefined. [Effective July 1, 2006.] Personmeans any natural person, corporation, business trust, estate, trust,partnership, association, joint venture, government or governmentalsubdivision, agency or instrumentality or any other legal or commercial entity.

(Added to NRS by 2005, 422, effectiveJuly 1, 2006)

NRS 87.431 Propertydefined. [Effective July 1, 2006.] Propertymeans all property, real, personal or mixed, tangible or intangible, or any interesttherein.

(Added to NRS by 2005, 422, effectiveJuly 1, 2006)

NRS 87.4311 Registeredlimited-liability partnership defined. [Effective July 1, 2006.] Registered limited-liability partnership means apartnership formed pursuant to an agreement governed by NRS 87.4301 to 87.4357, inclusive, for the purpose ofrendering a professional service and registered pursuant to and complying with NRS 87.440 to 87.560, inclusive.

(Added to NRS by 2005, 422, effectiveJuly 1, 2006)

NRS 87.4312 Statementdefined. [Effective July 1, 2006.] Statementmeans:

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 thestatements set forth in subsections 1 to 4, inclusive.

(Added to NRS by 2005, 422, effectiveJuly 1, 2006)

NRS 87.4313 Transferdefined. [Effective July 1, 2006.] Transferincludes an assignment, conveyance, lease, mortgage, deed and encumbrance.

(Added to NRS by 2005, 422, effectiveJuly 1, 2006)

NRS 87.4314 Applicability.[Effective July 1, 2006.] The provisions of NRS 87.4301 to 87.4357, inclusive, apply to apartnership:

1. Which was formed before July 1, 2006; or

2. Which is formed on or after July 1, 2006,

and whichvoluntarily elects to be governed by the provisions of NRS 87.4301 to 87.4357, inclusive.

(Added to NRS by 2005, 423, effectiveJuly 1, 2006)

NRS 87.4315 Knowledgeand notice. [Effective July 1, 2006.]

1. A person knows a fact if the person has actualknowledge 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 factsknown to the person at the time in question.

3. A person notifies or gives a notification toanother by taking steps reasonably required to inform the other person inordinary course, whether or not the other person learns of it.

4. A person receives a notification when thenotification:

(a) Comes to the persons attention; or

(b) Is duly delivered at the persons place of businessor at any other place held out by the person as a place for receivingcommunications.

5. Except as otherwise provided in subsection 6, aperson other than a natural person knows, has notice, or receives anotification of a fact for purposes of a particular transaction when thenatural person conducting the transaction knows, has notice, or receives anotification of the fact, or in any event when the fact would have been broughtto the natural persons attention if the person had exercised reasonablediligence. The person exercises reasonable diligence if it maintains reasonableroutines for communicating significant information to the natural personconducting the transaction and there is reasonable compliance with theroutines. Reasonable diligence does not require a natural person acting for theperson to communicate information unless the communication is part of thenatural persons regular duties or the natural person has reason to know of thetransaction and that the transaction would be materially affected by theinformation.

6. A partners knowledge, notice, or receipt of anotification of a fact relating to the partnership is effective immediately asknowledge 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 theconsent of that partner.

(Added to NRS by 2005, 422, effectiveJuly 1, 2006)

NRS 87.4316 Effectof 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 aregoverned by the partnership agreement. To the extent the partnership agreementdoes not otherwise provide, NRS 87.4301to 87.4357, inclusive, govern relationsamong 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 dutyto provide copies of statements to all of the partners;

(b) Unreasonably restrict the right of access to booksand records under subsection 2 of NRS87.4335;

(c) Eliminate the duty of loyalty under subsection 2 ofNRS 87.4336 or paragraph (c) ofsubsection 2 of NRS 87.4345, but:

(1) The partnership agreement may identifyspecific types or categories of activities that do not violate the duty ofloyalty, if not manifestly unreasonable; or

(2) All of the partners or a number orpercentage specified in the partnership agreement may authorize or ratify,after full disclosure of all material facts, a specific act or transaction thatotherwise would violate the duty of loyalty;

(d) Unreasonably reduce the duty of care undersubsection 3 of NRS 87.4336 orparagraph (c) of subsection 2 of NRS87.4345;

(e) Eliminate the obligation of good faith and fairdealing under subsection 4 of NRS 87.4336,but the partnership agreement may prescribe the standards by which theperformance of the obligation is to be measured, if the standards are not manifestlyunreasonable;

(f) Vary the power to dissociate as a partner undersubsection 1 of NRS 87.4344, except torequire the notice under subsection 1 of NRS87.4343 to be in writing;

(g) Vary the right of a court to expel a partner in theevents specified in subsection 5 of NRS87.4343;

(h) Vary the requirement to wind up the partnershipbusiness in cases specified in subsection 4, 5 or 6 of NRS 87.4351;

(i) Vary the law applicable to a registeredlimited-liability partnership pursuant to NRS87.560; or

(j) Restrict rights of third parties pursuant to NRS 87.4301 to 87.4357, inclusive.

(Added to NRS by 2005, 423, effectiveJuly 1, 2006)

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

1. Unless displaced by particular provisions of NRS 87.4301 to 87.4357, inclusive, the principles of lawand equity supplement the provisions of NRS87.4301 to 87.4357, inclusive.

2. If an obligation to pay interest arises pursuant toNRS 87.4301 to 87.4357, inclusive, and the rate is notspecified, the rate is that specified in NRS99.040.

(Added to NRS by 2005, 424, effectiveJuly 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 theSecretary of State. A certified copy of a statement that is filed in an officein another state may be filed in the Office of the Secretary of State. Eitherfiling has the effect provided in NRS87.4301 to 87.4357, inclusive, withrespect to partnership property located in or transactions that occur in thisState.

2. A certified copy of a statement that has been filedin the Office of the Secretary of State and recorded in the office of theapplicable county recorder has the effect provided for recorded statements in NRS 87.4301 to 87.4357, inclusive. A recorded statementthat is not a certified copy of a statement filed in the Office of theSecretary of State does not have the effect provided for recorded statements inNRS 87.4301 to 87.4357, inclusive.

3. A statement filed by a partnership must be executedby at least two partners. Other statements must be executed by a partner orother person authorized by NRS 87.4301to 87.4357, inclusive. A natural personwho executes a statement as, or on behalf of, a partner or other person namedas a partner in a statement shall personally declare under penalty of perjurythat the contents of the statement are accurate.

4. A person authorized by NRS 87.4301 to 87.4357, inclusive, to file a statementmay amend or cancel the statement by filing an amendment or cancellation thatnames the partnership, identifies the statement and states the substance of theamendment or cancellation.

5. A person who files a statement pursuant to thissection shall promptly send a copy of the statement to every nonfiling partnerand to any other person named as a partner in the statement. Failure to send acopy of a statement to a partner or other person does not limit theeffectiveness of the statement as to a person not a partner.

(Added to NRS by 2005, 424, effectiveJuly 1, 2006)

NRS 87.4319 Governinglaw. [Effective July 1, 2006.] Except asotherwise provided in NRS 87.560, thelaw of the jurisdiction in which a partnership has its chief executive officegoverns relations among the partners and between the partners and thepartnership.

(Added to NRS by 2005, 425, effectiveJuly 1, 2006)

NRS 87.432 Partnershipsubject to amendment to or repeal of NRS 87.4301 to 87.4357,inclusive. [Effective July 1, 2006.] Apartnership governed by NRS 87.4301 to 87.4357, inclusive, is subject to anyamendment to or repeal of NRS 87.4301to 87.4357, inclusive.

(Added to NRS by 2005, 425, effectiveJuly 1, 2006)

Nature of Partnership

NRS 87.4321 Partnershipas entity. [Effective July 1, 2006.]

1. A partnership is an entity distinct from itspartners.

2. A registered limited-liability partnershipcontinues to be the same entity that existed before the filing of a certificateof registration pursuant to NRS 87.440.

(Added to NRS by 2005, 425, effectiveJuly 1, 2006)

NRS 87.4322 Formationof partnership. [Effective July 1, 2006.]

1. Except as otherwise provided in subsection 2, theassociation of two or more persons to carry on as co-owners of a business forprofit forms a partnership, whether or not the persons intend to form apartnership.

2. An association formed under a statute other than NRS 87.4301 to 87.4357, inclusive, a predecessor statuteor 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, thefollowing rules apply:

(a) Joint tenancy, tenancy in common, tenancy by theentireties, joint property, common property or part ownership does not byitself establish a partnership, even if the co-owners share profits made by theuse of the property.

(b) The sharing of gross returns does not by itselfestablish a partnership, even if the persons sharing them have a joint orcommon right or interest in property from which the returns are derived.

(c) A person who receives a share of the profits of abusiness is presumed to be a partner in the business, unless the profits werereceived in payment:

(1) Of a debt by installments or otherwise;

(2) For services as an independent contractor orof wages or other compensation to an employee;

(3) Of rent;

(4) Of an annuity or other retirement or healthbenefit to a beneficiary, representative or designee of a deceased or retiredpartner;

(5) Of interest or other charge on a loan, evenif the amount of payment varies with the profits of the business, including adirect or indirect present or future ownership of the collateral, or rights toincome, proceeds or increase in value derived from the collateral; or

(6) For the sale of the goodwill of a businessor other property by installments or otherwise.

(Added to NRS by 2005, 425, effectiveJuly 1, 2006)

NRS 87.4323 Partnershipproperty. [Effective July 1, 2006.] Propertyacquired by a partnership is property of the partnership and not of thepartners individually.

(Added to NRS by 2005, 425, effectiveJuly 1, 2006)

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

1. Property is partnership property if acquired in thename of:

(a) The partnership; or

(b) One or more partners with an indication in theinstrument transferring title to the property of the persons capacity as apartner or of the existence of a partnership but without an indication of thename of the partnership.

2. Property is acquired in the name of the partnershipby a transfer to:

(a) The partnership in its name; or

(b) One or more partners in their capacity as partnersin the partnership, if the name of the partnership is indicated in theinstrument transferring title to the property.

3. Property is presumed to be partnership property ifpurchased with partnership assets, even if not acquired in the name of thepartnership or of one or more partners with an indication in the instrumenttransferring title to the property of the persons capacity as a partner or ofthe existence of a partnership.

4. Property acquired in the name of one or more of thepartners, without an indication in the instrument transferring title to theproperty of the persons capacity as a partner or of the existence of apartnership and without use of partnership assets, is presumed to be separateproperty, even if used for partnership purposes.

(Added to NRS by 2005, 425, effectiveJuly 1, 2006)

Relations of Partners to Persons Dealing With Partnership

NRS 87.4325 Partneragent of partnership. [Effective July 1, 2006.] Subjectto the effect of a statement of partnership authority under NRS 87.4327:

1. Each partner is an agent of the partnership for thepurpose of its business. An act of a partner, including the execution of aninstrument in the partnership name, for apparently carrying on in the ordinarycourse the partnership business or business of the kind carried on by the partnershipbinds the partnership, unless the partner had no authority to act for thepartnership in the particular matter and the person with whom the partner wasdealing knew or had received a notification that the partner lacked authority.

2. An act of a partner which is not apparently forcarrying on in the ordinary course the partnership business or business of thekind carried on by the partnership binds the partnership only if the act wasauthorized by the other partners.

(Added to NRS by 2005, 426, effectiveJuly 1, 2006)

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

1. Partnership property may be transferred as follows:

(a) Subject to the effect of a statement of partnershipauthority under NRS 87.4327,partnership property held in the name of the partnership may be transferred byan instrument of transfer executed by a partner in the partnership name.

(b) Partnership property held in the name of one ormore partners with an indication in the instrument transferring the property tothem of their capacity as partners or of the existence of a partnership, butwithout an indication of the name of the partnership, may be transferred by aninstrument of transfer executed by the persons in whose name the property isheld.

(c) Partnership property held in the name of one ormore persons other than the partnership, without an indication in theinstrument transferring the property to them of their capacity as partners orof the existence of a partnership, may be transferred by an instrument oftransfer executed by the persons in whose name the property is held.

2. A partnership may recover partnership property froma transferee only if it proves that execution of the instrument of initialtransfer did not bind the partnership under NRS87.4325 and:

(a) As to a subsequent transferee who gave value forproperty transferred under paragraph (a) or (b) of subsection 1, proves thatthe subsequent transferee knew or had received a notification that the personwho executed the instrument of initial transfer lacked authority to bind thepartnership; or

(b) As to a transferee who gave value for propertytransferred under paragraph (c) of subsection 1, proves that the transfereeknew or had received a notification that the property was partnership propertyand that the person who executed the instrument of initial transfer lackedauthority to bind the partnership.

3. A partnership may not recover partnership propertyfrom a subsequent transferee if the partnership would not have been entitled torecover the property, under subsection 2, from any earlier transferee of theproperty.

4. If a person holds all of the partners interests inthe partnership, all of the partnership property vests in that person. Theperson may execute a document in the name of the partnership to evidencevesting of the property in that person and may file or record the document.

(Added to NRS by 2005, 426, effectiveJuly 1, 2006)

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

1. A partnership may file a statement of partnershipauthority, which:

(a) Must include:

(1) The name of the partnership;

(2) The street address of its chief executiveoffice and of one office in this State, if there is one;

(3) The names and mailing addresses of all ofthe partners or of an agent appointed and maintained by the partnership for thepurpose of subsection 2; and

(4) The names of the partners authorized to executean instrument transferring real property held in the name of the partnership;and

(b) May state the authority, or limitations on theauthority, of some or all of the partners to enter into other transactions onbehalf of the partnership and any other matter.

2. If a statement of partnership authority names anagent, the agent shall maintain a list of the names and mailing addresses ofall of the partners and make it available to any person on request for goodcause shown.

3. If a filed statement of partnership authority isexecuted pursuant to subsection 3 of NRS87.4318 and states the name of the partnership but does not contain all ofthe other information required by subsection 1, the statement nevertheless operateswith respect to a person not a partner as provided in subsections 4 and 5.

4. Except as otherwise provided in subsection 7, afiled statement of partnership authority supplements the authority of a partnerto enter into transactions on behalf of the partnership as follows:

(a) Except for transfers of real property, a grant ofauthority contained in a filed statement of partnership authority is conclusivein favor of a person who gives value without knowledge to the contrary, so longas and to the extent that a limitation on that authority is not then containedin another filed statement. A filed cancellation of a limitation on authorityrevives the previous grant of authority.

(b) A grant of authority to transfer real property heldin the name of the partnership contained in a certified copy of a filedstatement of partnership authority recorded in the office for recordingtransfers of that real property is conclusive in favor of a person who givesvalue without knowledge to the contrary, so long as and to the extent that acertified copy of a filed statement containing a limitation on that authorityis not then of record in the office for recording transfers of that realproperty. The recording in the office for recording transfers of that realproperty of a certified copy of a filed cancellation of a limitation onauthority revives the previous grant of authority.

5. A person not a partner is deemed to know of alimitation on the authority of a partner to transfer real property held in thename of the partnership if a certified copy of the filed statement containingthe limitation on authority is of record in the office for recording transfersof that real property.

6. Except as otherwise provided in subsections 4 and 5and NRS 87.4349 and 87.4355, a person not a partner is notdeemed to know of a limitation on the authority of a partner merely because thelimitation is contained in a filed statement.

7. Unless earlier cancelled, a filed statement ofpartnership authority is cancelled by operation of law 5 years after the dateon which the statement, or the most recent amendment, was filed with theSecretary of State.

(Added to NRS by 2005, 427, effectiveJuly 1, 2006)

NRS 87.4328 Statementof denial. [Effective July 1, 2006.] A partneror other person named as a partner in a filed statement of partnershipauthority or in a list maintained by an agent pursuant to subsection 2 of NRS 87.4327 may file a statement of denialstating the name of the partnership and the fact that is being denied, whichmay include denial of a persons authority or status as a partner. A statementof denial is a limitation on authority as provided in subsections 4 and 5 of NRS 87.4327.

(Added to NRS by 2005, 428, effectiveJuly 1, 2006)

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

1. A partnership is liable for loss or injury causedto a person, or for a penalty incurred, as a result of a wrongful act oromission, or other actionable conduct, of a partner acting in the ordinarycourse of business of the partnership or with authority of the partnership.

2. If, in the course of the partnerships business orwhile acting with authority of the partnership, a partner receives or causes thepartnership to receive money or property of a person not a partner, and themoney or property is misapplied by a partner, the partnership is liable for theloss.

(Added to NRS by 2005, 428, effectiveJuly 1, 2006)

NRS 87.433 Liabilityof partners. [Effective July 1, 2006.]

1. Except as otherwise provided in subsections 2 and3, all partners are liable jointly and severally for all obligations of thepartnership unless otherwise agreed by the claimant or provided by law.

2. A person admitted as a partner into an existingpartnership is not personally liable for any partnership obligation incurredbefore the persons admission as a partner.

3. An obligation of a partnership incurred while thepartnership is a registered limited-liability partnership, whether arising incontract, tort or otherwise, is solely the obligation of the partnership. Apartner is not personally liable, directly or indirectly, by way ofcontribution or otherwise, for such an obligation solely by reason of being orso acting as a partner. This subsection applies notwithstanding anythinginconsistent in the partnership agreement that existed immediately before thefiling of a certificate of registration pursuant to NRS 87.440.

(Added to NRS by 2005, 428, effectiveJuly 1, 2006)

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

1. A partnership may sue and be sued in the name ofthe partnership.

2. An action may be brought against the partnershipand, to the extent not inconsistent with NRS87.433, any or all of the partners in the same action or in separateactions.

3. A judgment against a partnership is not by itself ajudgment against a partner. A judgment against a partnership may not besatisfied from a partners assets unless there is also a judgment against thepartner.

4. A judgment creditor of a partner may not levyexecution against the assets of the partner to satisfy a judgment based on aclaim against the partnership unless the partner is personally liable for theclaim under NRS 87.433 and:

(a) A judgment based on the same claim has beenobtained against the partnership and a writ of execution on the judgment hasbeen returned unsatisfied in whole or in part;

(b) The partnership is a debtor in bankruptcy;

(c) The partner has agreed that the creditor need notexhaust partnership assets;

(d) A court grants permission to the judgment creditorto levy execution against the assets of a partner based on a finding thatpartnership assets subject to execution are clearly insufficient to satisfy thejudgment, that exhaustion of partnership assets is excessively burdensome orthat the grant of permission is an appropriate exercise of the courtsequitable powers; or

(e) Liability is imposed on the partner by law orcontract independent of the existence of the partnership.

5. This section applies to any partnership liabilityor obligation resulting from a representation by a partner or purported partnerunder NRS 87.4332.

(Added to NRS by 2005, 428, effectiveJuly 1, 2006)

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

1. If a person, by words or conduct, purports to be apartner, or consents to being represented by another as a partner, in apartnership or with one or more persons not partners, the purported partner isliable to a person to whom the representation is made, if that person, relyingon the representation, enters into a transaction with the actual or purportedpartnership. If the representation, either by the purported partner or by aperson with the purported partners consent, is made in a public manner, thepurported partner is liable to a person who relies upon the purportedpartnership even if the purported partner is not aware of being held out as apartner to the claimant. If partnership liability results, the purportedpartner is liable with respect to that liability as if the purported partnerwere a partner. If no partnership liability results, the purported partner isliable with respect to that liability jointly and severally with any otherperson consenting to the representation.

2. If a person is thus represented to be a partner inan existing partnership, or with one or more persons not partners, thepurported partner is an agent of persons consenting to the representation tobind them to the same extent and in the same manner as if the purported partnerwere a partner, with respect to persons who enter into transactions in relianceupon the representation. If all of the partners of the existing partnershipconsent to the representation, a partnership act or obligation results. If fewerthan all of the partners of the existing partnership consent to the representation,the person acting and the partners consenting to the representation are jointlyand severally liable.

3. A person is not liable as a partner merely becausethe person is named by another in a statement of partnership authority.

4. A person does not continue to be liable as apartner merely because of a failure to file a statement of dissociation or toamend a statement of partnership authority to indicate the partnersdissociation from the partnership.

5. Except as otherwise provided in subsections 1 and2, persons who are not partners as to each other are not liable as partners toother persons.

(Added to NRS by 2005, 429, effectiveJuly 1, 2006)

Relations of Partners to Each Other and to Partnership

NRS 87.4333 Rightsand duties of partner. [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 thevalue of any other property, net of the amount of any liabilities, the partnercontributes to the partnership and the partners share of the partnershipprofits; and

(b) Charged with an amount equal to the money plus thevalue of any other property, net of the amount of any liabilities, distributedby the partnership to the partner and the partners share of the partnershiplosses.

2. Each partner is entitled to an equal share of thepartnership profits and is chargeable with a share of the partnership losses inproportion to the partners share of the profits.

3. A partnership shall reimburse a partner forpayments made and indemnify a partner for liabilities incurred by the partnerin the ordinary course of the business of the partnership or for thepreservation of its business or property.

4. A partnership shall reimburse a partner for anadvance to the partnership beyond the amount of capital the partner agreed tocontribute.

5. A payment or advance made by a partner which givesrise to a partnership obligation under subsection 3 or 4 constitutes a loan tothe partnership which accrues interest from the date of the payment or advance.

6. Each partner has equal rights in the management andconduct of the partnership business.

7. A partner may use or possess partnership propertyonly on behalf of the partnership.

8. A partner is not entitled to remuneration forservices performed for the partnership, except for reasonable compensation forservices rendered in winding up the business of the partnership.

9. A person may become a partner only with the consentof all of the partners.

10. A difference arising as to a matter in the ordinarycourse of business of a partnership may be decided by a majority of thepartners. An act outside the ordinary course of business of a partnership andan amendment to the partnership agreement may be undertaken only with theconsent of all of the partners.

11. This section does not affect the obligations of apartnership to other persons under NRS87.4325.

(Added to NRS by 2005, 430, effectiveJuly 1, 2006)

NRS 87.4334 Distributionsin kind. [Effective July 1, 2006.] A partnerhas no right to receive, and may not be required to accept, a distribution inkind.

(Added to NRS by 2005, 430, effectiveJuly 1, 2006)

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

1. A partnership shall keep its books and records, ifany, at its chief executive office.

2. A partnership shall provide partners and theiragents and attorneys access to its books and records. It shall provide formerpartners and their agents and attorneys access to books and records pertainingto the period during which they were partners. The right of access provides theopportunity to inspect and copy books and records during ordinary businesshours. A partnership may impose a reasonable charge, covering the costs oflabor and material, for copies of documents furnished.

3. Each partner and the partnership shall furnish to apartner, and to the legal representative of a deceased partner or partner underlegal disability:

(a) Without demand, any information concerning thepartnerships business and affairs reasonably required for the proper exerciseof the partners rights and duties under the partnership agreement or NRS 87.4301 to 87.4357, inclusive; and

(b) On demand, any other information concerning thepartnerships business and affairs, except to the extent the demand or theinformation demanded is unreasonable or otherwise improper under thecircumstances.

(Added to NRS by 2005, 430, effectiveJuly 1, 2006)

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

1. The only fiduciary duties a partner owes to thepartnership and the other partners are the duty of loyalty and the duty of careset forth in subsections 2 and 3.

2. A partners duty of loyalty to the partnership andthe other partners is limited to the following:

(a) To account to the partnership and hold as trusteefor it any property, profit or benefit derived by the partner in the conductand winding up of the partnership business or derived from a use by the partnerof partnership property, including the appropriation of a partnershipopportunity;

(b) To refrain from dealing with the partnership in theconduct or winding up of the partnership business as or on behalf of a partyhaving an interest adverse to the partnership; and

(c) To refrain from competing with the partnership inthe conduct of the partnership business before the dissolution of thepartnership.

3. A partners duty of care to the partnership and theother partners in the conduct and winding up of the partnership business islimited 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 thepartnership and the other partners under NRS87.4301 to 87.4357, inclusive, orunder the partnership agreement and exercise any rights consistently with theobligation of good faith and fair dealing.

5. A partner does not violate a duty or obligationunder NRS 87.4301 to 87.4357, inclusive, or under thepartnership agreement merely because the partners conduct furthers thepartners own interest.

6. A partner may lend money to and transact otherbusiness with the partnership, and as to each loan or transaction the rightsand obligations of the partner are the same as those of a person who is not apartner, subject to other applicable law.

7. This section applies to a person winding up thepartnership business as the personal or legal representative of the lastsurviving partner as if the person were a partner.

(Added to NRS by 2005, 431, effectiveJuly 1, 2006)

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

1. A partnership may maintain an action against apartner for a breach of the partnership agreement, or for the violation of aduty to the partnership, causing harm to the partnership.

2. A partner may maintain an action against thepartnership or another partner for legal or equitable relief, with or withoutan accounting as to partnership business, to:

(a) Enforce the partners rights under the partnershipagreement;

(b) Enforce the partners rights under NRS 87.4301 to 87.4357, inclusive, including:

(1) The partners rights under NRS 87.4333, 87.4335 or 87.4336;

(2) The partners right on dissociation to havethe partners interest in the partnership purchased pursuant to NRS 87.4346 or enforce any other rightunder NRS 87.4343 to 87.435, inclusive; or

(3) The partners right to compel a dissolutionand winding up of the partnership business under NRS 87.4351 or enforce any other rightunder NRS 87.4351 to 87.4357, inclusive; or

(c) Enforce the rights and otherwise protect theinterests of the partner, including rights and interests arising independentlyof the partnership relationship.

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

(Added to NRS by 2005, 431, effectiveJuly 1, 2006)

NRS 87.4338 Continuationof partnership beyond definite term or particular undertaking. [Effective July1, 2006.]

1. If a partnership for a definite term or particularundertaking is continued, without an express agreement, after the expiration ofthe term or completion of the undertaking, the rights and duties of thepartners remain the same as they were at the expiration or completion, so faras is consistent with a partnership at will.

2. If the partners, or those of them who habituallyacted in the business during the term or undertaking, continue the businesswithout any settlement or liquidation of the partnership, they are presumed tohave agreed that the partnership will continue.

(Added to NRS by 2005, 432, effectiveJuly 1, 2006)

Transferees and Creditors of Partner

NRS 87.4339 Partnernot co-owner of partnership property. [Effective July 1, 2006.] A partner is not a co-owner of partnership property andhas no interest in partnership property which can be transferred, eithervoluntarily or involuntarily.

(Added to NRS by 2005, 432, effectiveJuly 1, 2006)

NRS 87.434 Transferableinterest of partner in partnership. [Effective July 1, 2006.] The only transferable interest of a partner in thepartnership is the partners share of the profits and losses of the partnershipand the partners right to receive distributions. The interest is personalproperty.

(Added to NRS by 2005, 432, effectiveJuly 1, 2006)

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

1. A transfer, in whole or in part, of a partnerstransferable interest in the partnership:

(a) Is permissible;

(b) Does not by itself cause the partners dissociationor a dissolution and winding up of the partnership business; and

(c) Does not, as against the other partners or thepartnership, entitle the transferee, during the continuance of the partnership,to participate in the management or conduct of the partnership business, torequire access to information concerning partnership transactions or to inspector copy the partnership books or records.

2. A transferee of a partners transferable interestin 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 ofthe partnership business, in accordance with the transfer, the net amountotherwise distributable to the transferor; and

(c) To seek under subsection 6 of NRS 87.4351 a judicial determination thatit is equitable to wind up the partnership business.

3. In a dissolution and winding up, a transferee isentitled to an account of partnership transactions only from the date of thelatest account agreed to by all of the partners.

4. Upon transfer, the transferor retains the rightsand duties of a partner other than the interest in distributions transferred.

5. A partnership need not give effect to atransferees rights under this section until it has notice of the transfer.

6. A transfer of a partners transferable interest inthe partnership in violation of a restriction on transfer contained in thepartnership agreement is ineffective as to a person having notice of therestriction at the time of transfer.

(Added to NRS by 2005, 432, effectiveJuly 1, 2006)

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

1. On application by a judgment creditor of a partneror of a partners transferee, a court having jurisdiction may charge thetransferable interest of the judgment debtor to satisfy the judgment. The courtmay appoint a receiver of the share of the distributions due or to become dueto the judgment debtor in respect of the partnership and make all other orders,directions, accounts and inquiries the judgment debtor might have made or whichthe circumstances of the case may require.

2. A charging order constitutes a lien on the judgmentdebtors transferable interest in the partnership. The court may order aforeclosure of the interest subject to the charging order at any time. Thepurchaser at the foreclosure sale has the rights of a transferee.

3. At any time before foreclosure, an interest chargedmay be redeemed:

(a) By the judgment debtor;

(b) With property other than partnership property, byone or more of the other partners; or

(c) With partnership property, by one or more of theother partners with the consent of all of the partners whose interests are notso charged.

4. NRS 87.4301to 87.4357, inclusive, does not deprivea partner of a right under exemption laws with respect to the partnersinterest in the partnership.

5. This section provides the exclusive remedy by whicha judgment creditor of a partner or partners transferee may satisfy a judgmentout of the judgment debtors transferable interest in the partnership.

(Added to NRS by 2005, 433, effectiveJuly 1, 2006)

Dissociation of Partner

NRS 87.4343 Eventscausing dissociation. [Effective July 1, 2006.] Apartner is dissociated from a partnership upon the occurrence of any of thefollowing events:

1. The partnerships having notice of the partnersexpress will to withdraw as a partner or on a later date specified by thepartner;

2. An event agreed to in the partnership agreement ascausing the partners dissociation;

3. The partners expulsion pursuant to the partnershipagreement;

4. The partners expulsion by the unanimous vote ofthe other partners if:

(a) It is unlawful to carry on the partnership businesswith that partner;

(b) There has been a transfer of all or substantiallyall of that partners transferable interest in the partnership, other than atransfer for security purposes, or a court order charging the partnersinterest, which has not been foreclosed;

(c) Within 90 days after the partnership notifies acorporate partner that it will be expelled because it has filed a certificateof dissolution or the equivalent, its charter has been revoked or its right toconduct business has been suspended by the jurisdiction of its incorporation,there is no revocation of the certificate of dissolution or no reinstatement ofits charter or its right to conduct business; or

(d) A partnership that is a partner has been dissolvedand its business is being wound up;

5. On application by the partnership or anotherpartner, the partners expulsion by judicial determination because:

(a) The partner engaged in wrongful conduct thatadversely and materially affected the partnership business;

(b) The partner willfully or persistently committed amaterial breach of the partnership agreement or of a duty owed to thepartnership or the other partners under NRS87.4336; or

(c) The partner engaged in conduct relating to thepartnership business which makes it not reasonably practicable to carry on thebusiness in partnership with the partner;

6. The partners:

(a) Becoming a debtor in bankruptcy;

(b) Executing an assignment for the benefit ofcreditors;

(c) Seeking, consenting to or acquiescing in theappointment of a trustee, receiver or liquidator of that partner or of all orsubstantially all of that partners property; or

(d) Failing, within 90 days after the appointment, tohave vacated or stayed the appointment of a trustee, receiver or liquidator ofthe partner or of all or substantially all of the partners property obtainedwithout the partners consent or acquiescence, or failing within 90 days afterthe expiration of a stay to have the appointment vacated;

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

(a) The partners death;

(b) The appointment of a guardian or generalconservator for the partner; or

(c) A judicial determination that the partner hasotherwise become incapable of performing the partners duties under thepartnership agreement;

8. In the case of a partner that is a trust or isacting as a partner by virtue of being a trustee of a trust, distribution ofthe trusts entire transferable interest in the partnership, but not merely byreason of the substitution of a successor trustee;

9. In the case of a partner that is an estate or isacting as a partner by virtue of being a personal representative of an estate,distribution of the estates entire transferable interest in the partnership,but not merely by reason of the substitution of a successor personalrepresentative; or

10. Termination of a partner who is not a naturalperson, partnership, corporation, trust or estate.

(Added to NRS by 2005, 433, effectiveJuly 1, 2006)

NRS 87.4344 Powerof partner to dissociate; wrongful dissociation. [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 partners dissociation is wrongful only if:

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

(b) In the case of a partnership for a definite term orparticular undertaking, before the expiration of the term or the completion ofthe undertaking:

(1) The partner withdraws by express will,unless the withdrawal follows within 90 days after another partnersdissociation by death or otherwise under subsections 6 to 10, inclusive, of NRS 87.4343 or wrongful dissociation underthis subsection;

(2) The partner is expelled by judicialdetermination under subsection 5 of NRS87.4343;

(3) The partner is dissociated by becoming adebtor in bankruptcy; or

(4) In the case of a partner who is not anatural person, a trust other than a business trust or an estate, the partneris expelled or otherwise dissociated because it willfully dissolved orterminated.

3. A partner who wrongfully dissociates is liable tothe partnership and to the other partners for damages caused by thedissociation. The liability is in addition to any other obligation of thepartner to the partnership or to the other partners.

(Added to NRS by 2005, 434, effectiveJuly 1, 2006)

NRS 87.4345 Effectof dissociation. [Effective July 1, 2006.]

1. If a partners dissociation results in adissolution and winding up of the partnership business, the provisions of NRS 87.4351 to 87.4357, inclusive, apply. If a partnersdissociation does not result in a dissolution and winding up of the partnershipbusiness, the provisions of NRS 87.4346to 87.435, inclusive, apply.

2. Upon a partners dissociation:

(a) The partners right to participate in themanagement and conduct of the partnership business terminates, except asotherwise provided in NRS 87.4353;

(b) The partners duty of loyalty under paragraph (c)of subsection 2 of NRS 87.4336terminates; and

(c) The partners duty of loyalty under paragraphs (a)and (b) of subsection 2 of NRS 87.4336and duty of care under subsection 3 of NRS87.4336 continue only with regard to matters arising and events occurringbefore the partners dissociation, unless the partner participates in windingup the partnerships business pursuant to NRS87.4353.

(Added to NRS by 2005, 435, effectiveJuly 1, 2006)

Dissociation of Partner When Business Not Wound Up

NRS 87.4346 Purchaseof dissociated partners interest. [Effective July 1, 2006.]

1. If a partner is dissociated from a partnershipwithout resulting in a dissolution and winding up of the partnership businessunder NRS 87.4351, the partnershipshall cause the dissociated partners interest in the partnership to bepurchased for a buyout price determined pursuant to subsection 2.

2. The buyout price of a dissociated partnersinterest is the amount that would have been distributable to the dissociatingpartner under subsection 2 of NRS 87.4357if, on the date of dissociation, the assets of the partnership were sold at aprice equal to the greater of the liquidation value or the value based on asale of the entire business as a going concern without the dissociated partnerand the partnership were wound up as of that date. Interest must be paid fromthe date of dissociation to the date of payment.

3. Damages for wrongful dissociation under subsection2 of NRS 87.4344, and all other amountsowing, whether or not presently due, from the dissociated partner to thepartnership, must be offset against the buyout price. Interest must be paidfrom the date the amount owed becomes due to the date of payment.

4. A partnership shall indemnify a dissociated partnerwhose interest is being purchased against all partnership liabilities, whetherincurred before or after the dissociation, except liabilities incurred by anact of the dissociated partner under NRS87.4347.

5. If no agreement for the purchase of a dissociatedpartners interest is reached within 120 days after a written demand forpayment, the partnership shall pay, or cause to be paid, in cash to thedissociated partner the amount the partnership estimates to be the buyout priceand accrued interest, reduced by any offsets and accrued interest undersubsection 3.

6. If a deferred payment is authorized undersubsection 8, the partnership may tender a written offer to pay the amount itestimates to be the buyout price and accrued interest, reduced by any offsetsunder subsection 3, stating the time of payment, the amount and type ofsecurity for payment and the other terms and conditions of the obligation.

7. The payment or tender required by subsection 5 or 6must be accompanied by the following:

(a) A statement of partnership assets and liabilitiesas of the date of dissociation;

(b) The latest available partnership balance sheet andincome statement, if any;

(c) An explanation of how the estimated amount of thepayment was calculated; and

(d) Written notice that the payment is in fullsatisfaction of the obligation to purchase unless, within 120 days after thewritten notice, the dissociated partner commences an action to determine thebuyout price, any offsets under subsection 3 or other terms of the obligationto purchase.

8. A partner who wrongfully dissociates before theexpiration of a definite term or the completion of a particular undertaking isnot entitled to payment of any portion of the buyout price until the expirationof the term or completion of the undertaking, unless the partner establishes tothe satisfaction of the court that earlier payment will not cause unduehardship to the business of the partnership. A deferred payment must beadequately secured and bear interest.

9. A dissociated partner may maintain an actionagainst the partnership, pursuant to subparagraph (2) of paragraph (b) ofsubsection 2 of NRS 87.4337, to determinethe buyout price of that partners interest, any offsets under subsection 3 orother terms of the obligation to purchase. The action must be commenced within120 days after the partnership has tendered payment or an offer to pay orwithin 1 year after written demand for payment if no payment or offer to pay istendered. The court shall determine the buyout price of the dissociatedpartners interest, any offset due under subsection 3 and accrued interest, andenter judgment for any additional payment or refund. If deferred payment isauthorized under subsection 8, the court shall also determine the security forpayment and other terms of the obligation to purchase. The court may assessreasonable attorneys fees and the fees and expenses of appraisers or otherexperts for a party to the action, in amounts the court finds equitable,against a party that the court finds acted arbitrarily, vexatiously or not ingood faith. The finding may be based on the partnerships failure to tenderpayment or an offer to pay or to comply with subsection 7.

(Added to NRS by 2005, 435, effectiveJuly 1, 2006)

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

1. For 2 years after a partner dissociates withoutresulting in a dissolution and winding up of the partnership business, thepartnership is bound by an act of the dissociated partner which would havebound the partnership under NRS 87.4325before dissociation only if at the time of entering into the transaction theother party:

(a) Reasonably believed that the dissociated partnerwas then a partner;

(b) Did not have notice of the partners dissociation;and

(c) Is not deemed to have had knowledge undersubsection 5 of NRS 87.4327 or noticeunder subsection 3 of NRS 87.4349.

2. A dissociated partner is liable to the partnershipfor any damage caused to the partnership arising from an obligation incurred bythe dissociated partner after dissociation for which the partnership is liableunder subsection 1.

(Added to NRS by 2005, 436, effectiveJuly 1, 2006)

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

1. A partners dissociation does not of itselfdischarge the partners liability for a partnership obligation incurred beforedissociation. A dissociated partner is not liable for a partnership obligationincurred after dissociation, except as otherwise provided in subsection 2.

2. A partner who dissociates without resulting in adissolution and winding up of the partnership business is liable as a partnerto the other party in a transaction entered into by the partnership, within 2years after the partners dissociation, only if the partner is liable for theobligation under NRS 87.433 and at thetime of entering into the transaction the other party:

(a) Reasonably believed that the dissociated partnerwas then a partner;

(b) Did not have notice of the partners dissociation;and

(c) Is not deemed to have had knowledge undersubsection 5 of NRS 87.4327 or noticeunder subsection 3 of NRS 87.4349.

3. By agreement with the partnership creditor and thepartners continuing the business, a dissociated partner may be released fromliability for a partnership obligation.

4. A dissociated partner is released from liabilityfor a partnership obligation if a partnership creditor, with notice of thepartners dissociation but without the partners consent, agrees to a materialalteration in the nature or time of payment of a partnership obligation.

(Added to NRS by 2005, 437, effectiveJuly 1, 2006)

NRS 87.4349 Statementof dissociation. [Effective July 1, 2006.]

1. A dissociated partner or the partnership may file astatement of dissociation stating the name of the partnership and that thepartner is dissociated from the partnership.

2. A statement of dissociation is a limitation on theauthority 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 1of NRS 87.4347 and paragraph (c) ofsubsection 2 of NRS 87.4348, a personnot a partner is deemed to have notice of the dissociation 90 days after thestatement of dissociation is filed.

(Added to NRS by 2005, 437, effectiveJuly 1, 2006)

NRS 87.435 Continueduse of partnership name. [Effective July 1, 2006.] Continueduse of a partnership name, or a dissociated partners name as part thereof, bypartners continuing the business does not of itself make the dissociatedpartner liable for an obligation of the partners or the partnership continuingthe business.

(Added to NRS by 2005, 437, effectiveJuly 1, 2006)

Winding Up Partnership Business

NRS 87.4351 Eventscausing dissolution and winding up of partnership business. [Effective July 1,2006.] A partnership is dissolved, and itsbusiness must be wound up, only upon the occurrence of any of the followingevents:

1. In a partnership at will, the partnerships havingnotice from a partner, other than a partner who is dissociated undersubsections 2 to 10, inclusive, of NRS87.4343, of that partners express will to withdraw as a partner, or on alater date specified by the partner;

2. In a partnership for a definite term or particularundertaking:

(a) Within 90 days after a partners dissociation bydeath or otherwise under subsections 6 to 10, inclusive, of NRS 87.4343 or wrongful dissociation undersubsection 2 of NRS 87.4344, theexpress will of at least half of the remaining partners to wind up thepartnership business, for which purpose a partners rightful dissociationpursuant to subparagraph (1) of paragraph (b) of subsection 2 of NRS 87.4344 constitutes the expression ofthat partners will to wind up the partnership business;

(b) The express will of all of the partners to wind upthe partnership business; or

(c) The expiration of the term or the completion of theundertaking;

3. An event agreed to in the partnership agreementresulting in the winding up of the partnership business;

4. An event that makes it unlawful for all orsubstantially all of the business of the partnership to be continued, but acure of illegality within 90 days after notice to the partnership of the eventis effective retroactively to the date of the event for purposes of thissection;

5. On application by a partner, a judicialdetermination that:

(a) The economic purpose of the partnership is likelyto be unreasonably frustrated;

(b) Another partner has engaged in conduct relating tothe partnership business which makes it not reasonably practicable to carry onthe business in partnership with that partner; or

(c) It is not otherwise reasonably practicable to carryon the partnership business in conformity with the partnership agreement; or

6. On application by a transferee of a partnerstransferable interest, a judicial determination that it is equitable to wind upthe partnership business:

(a) After the expiration of the term or completion ofthe undertaking, if the partnership was for a definite term or particularundertaking at the time of the transfer or entry of the charging order thatgave rise to the transfer; or

(b) At any time, if the partnership was a partnershipat will at the time of the transfer or entry of the charging order that gaverise to the transfer.

(Added to NRS by 2005, 437, effectiveJuly 1, 2006)

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

1. Subject to subsection 2, a partnership continuesafter dissolution only for the purpose of winding up its business. Thepartnership is terminated when the winding up of its business is completed.

2. At any time after the dissolution of a partnershipand before the winding up of its business is completed, all of the partners,including any dissociating partner other than a wrongfully dissociatingpartner, may waive the right to have the partnerships business wound up andthe partnership terminated. In that event:

(a) The partnership resumes carrying on its business asif dissolution had never occurred, and any liability incurred by thepartnership or a partner after the dissolution and before the waiver isdetermined as if dissolution had never occurred; and

(b) The rights of a third party accruing undersubsection 1 of NRS 87.4354 or arisingout of conduct in reliance on the dissolution before the third party knew orreceived a notification of the waiver may not be adversely affected.

(Added to NRS by 2005, 438, effectiveJuly 1, 2006)

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

1. After dissolution, a partner who has not wrongfullydissociated may participate in winding up the partnerships business, but onapplication of any partner, any partners legal representative or anytransferee, the district court, for good cause shown, may order judicial supervisionof the winding up.

2. The legal representative of the last survivingpartner may wind up a partnerships business.

3. A person winding up a partnerships business maypreserve the partnership business or property as a going concern for a reasonabletime, prosecute and defend actions and proceedings, whether civil, criminal oradministrative, settle and close the partnerships business, dispose of andtransfer the partnerships property, discharge the partnerships liabilities,distribute the assets of the partnership pursuant to NRS 87.4357, settle disputes by mediationor arbitration, and perform other necessary acts.

(Added to NRS by 2005, 439, effectiveJuly 1, 2006)

NRS 87.4354 Powerof partner to bind partnership after dissolution. [Effective July 1, 2006.] Subject to NRS 87.4355,a partnership is bound by a partners act after dissolution that:

1. Is appropriate for winding up the partnershipbusiness; or

2. Would have bound the partnership under NRS 87.4325 before dissolution, if theother party to the transaction did not have notice of the dissolution.

(Added to NRS by 2005, 439, effectiveJuly 1, 2006)

NRS 87.4355 Statementof dissolution. [Effective July 1, 2006.]

1. After dissolution, a partner who has not wrongfullydissociated may file a statement of dissolution stating the name of thepartnership and that the partnership has dissolved and is winding up itsbusiness.

2. A statement of dissolution cancels a filedstatement of partnership authority for the purposes of subsection 4 of NRS 87.4327 and is a limitation onauthority 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 deemedto have notice of the dissolution and the limitation on the partners authorityas a result of the statement of dissolution 90 days after it is filed.

4. After filing and, if appropriate, recording a statementof dissolution, a dissolved partnership may file and, if appropriate, record astatement of partnership authority which will operate with respect to a personnot a partner as provided in subsections 4 and 5 of NRS 87.4327 in any transaction, whether ornot the transaction is appropriate for winding up the partnership business.

(Added to NRS by 2005, 439, effectiveJuly 1, 2006)

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

1. Except as otherwise provided in subsection 2 and NRS 87.433, after dissolution a partner isliable to the other partners for the partners share of any partnershipliability 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 notappropriate for winding up the partnership business is liable to thepartnership for any damage caused to the partnership arising from theliability.

(Added to NRS by 2005, 439, effectiveJuly 1, 2006)

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

1. In winding up a partnerships business, the assetsof the partnership, including the contributions of the partners required bythis section, must be applied to discharge its obligations to creditors,including, to the extent permitted by law, partners who are creditors. Anysurplus must be applied to pay in cash the net amount distributable to partnersin accordance with their right to distributions under subsection 2.

2. Each partner is entitled to a settlement of allpartnership accounts upon winding up the partnership business. In settlingaccounts among the partners, profits and losses that result from theliquidation of the partnership assets must be credited and charged to thepartners accounts. The partnership shall make a distribution to a partner inan amount equal to any excess of the credits over the charges in the partnersaccount. A partner shall contribute to the partnership an amount equal to anyexcess of the charges over the credits in the partners account but excludingfrom the calculation charges attributable to an obligation for which thepartner is not personally liable under NRS87.433.

3. If a partner fails to contribute the full amountrequired under subsection 2, all of the other partners shall contribute, in theproportions in which those partners share partnership losses, the additionalamount necessary to satisfy the partnership obligations for which they arepersonally liable under NRS 87.433. Apartner or partners legal representative may recover from the other partnersany contributions the partner makes to the extent the amount contributedexceeds that partners share of the partnership obligations for which thepartner is personally liable under NRS87.433.

4. After the settlement of accounts, each partnershall contribute, in the proportion in which the partner shares partnershiplosses, the amount necessary to satisfy partnership obligations that were notknown at the time of the settlement and for which the partner is personallyliable under NRS 87.433.

5. The estate of a deceased partner is liable for thepartners obligation to contribute to the partnership.

6. An assignee for the benefit of creditors of apartnership or a partner, or a person appointed by a court to representcreditors of a partnership or a partner, may enforce a partners obligation tocontribute to the partnership.

(Added to NRS by 2005, 439, effectiveJuly 1, 2006)

REGISTERED LIMITED-LIABILITY PARTNERSHIPS

NRS 87.440 Filingrequirements; required and optional provisions of certificate of registration.

1. To become a registered limited-liabilitypartnership, a partnership shall file with the Secretary of State a certificateof 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 thepartnerships resident agent, the street address of the resident agent whereprocess may be served upon the partnership and the mailing address of theresident agent if it is different than his street address.

(d) The name and business address of each managingpartner in this State.

(e) A brief statement of the professional servicerendered by the partnership.

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

(g) Any other information that the partnership wishesto include.

2. The certificate of registration must be signed by amajority in interest of the partners or by one or more partners authorized tosign such a certificate.

3. The certificate of registration must be accompaniedby a fee of $75.

4. The Secretary of State shall register as aregistered limited-liability partnership any partnership that submits acompleted certificate of registration with the required fee.

5. The registration of a registered limited-liabilitypartnership is effective at the time of the filing of the certificate ofregistration.

(Added to NRS by 1995, 1466; A 2001, 3183; 2003, 3145; 2005, 2262)

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

1. The name proposed for a registered limited-liabilitypartnership must contain the words Limited-Liability Partnership orRegistered Limited-Liability Partnership or the abbreviation L.L.P. orLLP as the last words or letters of the name and must be distinguishable onthe records of the Secretary of State from the names of all other artificialpersons formed, organized, registered or qualified pursuant to the provisionsof this title that are on file in the Office of the Secretary of State and allnames that are reserved in the Office of the Secretary of State pursuant to theprovisions of this title. If the name of the registered limited-liabilitypartnership on a certificate of registration of limited-liability partnershipsubmitted to the Secretary of State is not distinguishable from a name on fileor reserved name, the Secretary of State shall return the certificate to theperson who signed it unless the written, acknowledged consent of the holder ofthe name on file or reserved name to use the name accompanies the certificate.

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

3. The Secretary of State shall not accept for filingany certificate of registration or certificate of amendment of a certificate ofregistration of any registered limited-liability partnership formed or existingpursuant to the laws of this State which provides that the name of theregistered limited-liability partnership contains the word accountant,accounting, accountancy, auditor or auditing unless the Nevada StateBoard of Accountancy certifies that the registered limited-liabilitypartnership:

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

(b) Has filed with the Nevada State Board ofAccountancy under penalty of perjury a written statement that the registered limited-liabilitypartnership is not engaged in the practice of accounting and is not offering topractice accounting in this State.

4. The Secretary of State shall not accept for filingany certificate of registration or certificate of amendment of a certificate ofregistration of any registered limited-liability partnership formed or existingpursuant to the laws of this State which provides that the name of theregistered limited-liability partnership contains the word bank or trustunless:

(a) It appears from the certificate of registration orthe certificate of amendment that the registered limited-liability partnershipproposes to carry on business as a banking or trust company, exclusively or inconnection with its business as a bank, savings and loan association or thriftcompany; and

(b) The certificate of registration or certificate ofamendment is first approved by the Commissioner of Financial Institutions.

5. The Secretary of State shall not accept for filingany certificate of registration or certificate of amendment of a certificate ofregistration of any registered limited-liability partnership formed or existingpursuant to the provisions of this chapter if it appears from the certificateof registration or the certificate of amendment that the business to be carriedon by the registered limited-liability partnership is subject to supervision bythe Commissioner of Insurance or by the Commissioner of Financial Institutions,unless the certificate of registration or certificate of amendment is approvedby the Commissioner who will supervise the business of the registeredlimited-liability partnership.

6. Except as otherwise provided in subsection 5, theSecretary of State shall not accept for filing any certificate of registrationor certificate of amendment of a certificate of registration of any registeredlimited-liability partnership formed or existing pursuant to the laws of thisState which provides that the name of the registered limited-liabilitypartnership contains the words engineer, engineered, engineering,professional engineer, registered engineer or licensed engineer unless:

(a) The State Board of Professional Engineers and LandSurveyors certifies that the principals of the registered limited-liabilitypartnership are licensed to practice engineering pursuant to the laws of thisState; or

(b) The State Board of Professional Engineers and LandSurveyors certifies that the registered limited-liability partnership is exemptfrom the prohibitions of NRS 625.520.

7. The Secretary of State shall not accept for filingany certificate of registration or certificate of amendment of a certificate ofregistration of any registered limited-liability partnership formed or existingpursuant to the laws of this State which provides that the name of theregistered limited-liability partnership contains the words common-interestcommunity, community association, master association, unit-ownersassociation or homeowners association or if it appears in the certificateof registration or certificate of amendment that the purpose of the registeredlimited-liability partnership is to operate as a unit-owners associationpursuant to chapter 116 of NRS unless theAdministrator of the Real Estate Division of the Department of Business andIndustry certifies that the registered limited-liability partnership has:

(a) Registered with the Ombudsman for Owners inCommon-Interest Communities pursuant to NRS116.31158; and

(b) Paid to the Administrator of the Real EstateDivision the fees required pursuant to NRS116.31155.

8. The name of a registered limited-liabilitypartnership whose right to transact business has been forfeited, which hasmerged and is not the surviving entity or whose existence has otherwiseterminated is available for use by any other artificial person.

9. The Secretary of State may adopt regulations thatinterpret the requirements of this section.

(Added to NRS by 1995, 1468; A 1997, 2815; 1999, 1617; 2003, 20th SpecialSession, 77; 2005,2629)

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

1. Except as otherwise provided in subsection 2, if aregistered limited-liability partnership applies to reinstate its right totransact business but its name has been legally acquired by any otherartificial person formed, organized, registered or qualified pursuant to theprovisions of this title whose name is on file with the Office of the Secretaryof State or reserved in the Office of the Secretary of State pursuant to theprovisions of this title, the applying registered limited-liability partnershipshall submit in writing to the Secretary of State some other name under whichit desires its right to transact business to be reinstated. If that name isdistinguishable from all other names reserved or otherwise on file, theSecretary of State shall reinstate the registered limited-liability partnershipunder that new name.

2. If the applying registered limited-liabilitypartnership submits the written, acknowledged consent of the artificial personhaving the name, or the person who has reserved the name, that is notdistinguishable from the old name of the applying registered limited-liabilitypartnership or a new name it has submitted, it may be reinstated under thatname.

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

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

(Added to NRS by 1997, 2815; A 1999, 1617; 2003, 20th SpecialSession, 78)

NRS 87.460 Amendmentof certificate of registration.

1. A certificate of registration of a registeredlimited-liability partnership may be amended by filing with the Secretary ofState a certificate of amendment. The certificate of amendment must set forth:

(a) The name of the registered limited-liabilitypartnership; and

(b) The change to the information contained in theoriginal certificate of registration or any other certificates of amendment.

2. The certificate of amendment must be:

(a) Signed by a managing partner of the registeredlimited-liability partnership; and

(b) Accompanied by a fee of $175.

3. A certificate filed pursuant to this section is effectiveupon filing the certificate with the Secretary of State or upon a later datespecified in the certificate, which must not be more than 90 days after thecertificate is filed.

(Added to NRS by 1995, 1470; A 2001, 3183; 2003, 20th SpecialSession, 79; 2005,2198)

NRS 87.470 Terminationof registration. The registration of aregistered limited-liability partnership is effective until:

1. Its certificate of registration is revoked pursuantto NRS 87.520; or

2. The registered limited-liability partnership fileswith the Secretary of State a notice of withdrawal signed by a managingpartner. The notice must be accompanied by a fee of $75.

(Added to NRS by 1995, 1467; A 2001, 3184; 2003, 3145; 2003, 20th SpecialSession, 79)

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

1. Except during the period described in subsection 3,a registered limited-liability partnership must have a resident agent whoresides or is located in this State. A resident agent must have a streetaddress for the service of process that is the principal office of theregistered limited-liability company in this State, and may have a separatemailing address that is different from his street address.

2. A resident agent for a registered limited-liabilitypartnership shall file a certificate of acceptance with the Secretary of State.

3. A resident agent shall, within 30 days afterchanging the location of his office from one address to another address in thisState, file a certificate with the Secretary of State that sets forth the namesof the registered limited-liability partnerships represented by the agent andthe new address of his office.

(Added to NRS by 1995, 1467)

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

1. If a registered limited-liability partnershipwishes to change the location of its principal office in this State or itsresident agent, it shall first file with the Secretary of State a certificateof change of principal office or resident agent that sets forth:

(a) The name of the registered limited-liabilitypartnership;

(b) The street address of its principal office;

(c) If the location of its principal office will bechanged, 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 ofits new resident agent.

2. A certificate of acceptance signed by the newresident agent must accompany the certificate of change of resident agent.

3. A certificate of change of principal office orresident agent filed pursuant to this section must be:

(a) Signed by a managing partner of the registered limited-liabilitypartnership; and

(b) Accompanied by a fee of $60.

4. If the name of a resident agent is changed as aresult of a merger, conversion, exchange, sale, reorganization or amendment,the resident agent shall:

(a) File with the Secretary of State a certificate ofname change of resident agent that includes:

(1) The current name of the resident agent asfiled with the Secretary of State;

(2) The new name of the resident agent; and

(3) The name and file number of each artificialperson formed, organized, registered or qualified pursuant to the provisions ofthis 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 becomeseffective upon the filing of the proper certificate of change.

(Added to NRS by 1995, 1469; A 1999, 1618; 2001, 3184; 2003, 20th SpecialSession, 79)

NRS 87.500 Residentagent: Resignation; designation of successor after death, resignation orremoval from State.

1. A resident agent who wishes to resign shall:

(a) File with the Secretary of State a signed statementin the manner provided pursuant to subsection 1 of NRS 78.097 that he is unwilling to continueto act as the resident agent of the registered limited-liability partnershipfor the service of process; and

(b) Pay to the Secretary of State the filing fee setforth in subsection 1 of NRS 78.097.

Aresignation is not effective until the signed statement is filed with theSecretary of State.

2. The statement of resignation may contain astatement by the affected registered limited-liability partnership appointing asuccessor resident agent. A certificate of acceptance signed by the new agent,stating the full name, complete street address and, if different from thestreet address, the mailing address of the new agent, must accompany thestatement appointing the new resident agent.

3. Upon the filing of the statement with the Secretaryof State, the capacity of the person as resident agent terminates. If thestatement of resignation contains no statement by the registeredlimited-liability partnership appointing a successor resident agent, the resigningagent shall immediately give written notice, by certified mail, to theregistered limited-liability partnership of the filing of the statement and itseffect. The notice must be addressed to a managing partner in this State.

4. If a resident agent dies, resigns or removeshimself from the State, the registered limited-liability partnership shall,within 30 days thereafter, file with the Secretary of State a certificate ofacceptance, signed by the new resident agent. The certificate must set forth thefull 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 failsto 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 SpecialSession, 80)

NRS 87.510 Annuallist: Filing requirements; fees; notice.

1. A registered limited-liability partnership shall,on or before the last day of the first month after the filing of itscertificate of registration with the Secretary of State, and annuallythereafter on or before the last day of the month in which the anniversary dateof the filing of its certificate of registration with the Secretary of Stateoccurs, file with the Secretary of State, on a form furnished by him, a listthat contains:

(a) The name of the registered limited-liabilitypartnership;

(b) The file number of the registered limited-liabilitypartnership, if known;

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

(d) The address, either residence or business, of eachmanaging partner;

(e) The name and street address of its lawfullydesignated resident agent in this State; and

(f) The signature of a managing partner of theregistered limited-liability partnership certifying that the list is true,complete and accurate.

Each listfiled pursuant to this subsection must be accompanied by a declaration underpenalty of perjury that the registered limited-liability partnership hascomplied with the provisions of NRS 360.780and which acknowledges that pursuant to NRS239.330 it is a category C felony to knowingly offer any false or forgedinstrument for filing in the Office of the Secretary of State.

2. Upon filing:

(a) The initial list required by subsection 1, theregistered limited-liability partnership shall pay to the Secretary of State afee of $125.

(b) Each annual list required by subsection 1, theregistered limited-liability partnership shall pay to the Secretary of State afee of $125.

3. If a managing partner of a registeredlimited-liability partnership resigns and the resignation is not reflected onthe annual or amended list of managing partners, the registeredlimited-liability partnership or the resigning managing partner shall pay tothe Secretary of State a fee of $75 to file the resignation.

4. The Secretary of State shall, at least 90 daysbefore the last day for filing each annual list required by subsection 1, causeto be mailed to the registered limited-liability partnership a notice of thefee due pursuant to subsection 2 and a reminder to file the annual listrequired by subsection 1. The failure of any registered limited-liabilitypartnership to receive a notice or form does not excuse it from complying withthe provisions of this section.

5. If the list to be filed pursuant to the provisionsof 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 registeredlimited-liability partnership which is not in default more than 90 days beforeit is due shall be deemed an amended list for the previous year and does notsatisfy the requirements of subsection 1 for the year to which the due date isapplicable.

(Added to NRS by 1995, 1467; A 1997, 2816; 1999, 1619; 2001, 3184; 2003, 20th SpecialSession, 81, 185; 2005, 2262)

NRS 87.520 Defaultingpartnerships: Identification; penalty; reinstatement of partnership which isunit-owners association; duties of Secretary of State; revocation ofregistration.

1. A registered limited-liability partnership thatfails to comply with the provisions of NRS87.510 is in default.

2. Upon notification from the Administrator of theReal Estate Division of the Department of Business and Industry that aregistered limited-liability partnership which is a unit-owners association asdefined in NRS 116.011 has failed toregister pursuant to NRS 116.31158 orfailed to pay the fees pursuant to NRS116.31155, the Secretary of State shall deem the registered limited-liabilitypartnership to be in default. If, after the registered limited-liabilitypartnership is deemed to be in default, the Administrator notifies theSecretary of State that the registered limited-liability partnership hasregistered pursuant to NRS 116.31158and paid the fees pursuant to NRS116.31155, the Secretary of State shall reinstate the registeredlimited-liability partnership if the registered limited-liability partnershipcomplies with the requirements for reinstatement as provided in this sectionand NRS 87.530.

3. Any registered limited-liability partnership thatis in default pursuant to this section must, in addition to the fee required tobe paid pursuant to NRS 87.510, pay apenalty of $75.

4. The Secretary of State shall provide written noticeto the resident agent of any registered limited-liability partnership that isin default. The written notice:

(a) Must include the amount of any payment that is duefrom the registered limited-liability partnership.

(b) At the request of the resident agent, may beprovided electronically.

5. If a registered limited-liability partnership failsto pay the amount that is due, the certificate of registration of theregistered limited-liability partnership shall be deemed revoked immediatelyafter the last day of the month in which the anniversary date of the filing ofthe certificate of registration occurs, and the Secretary of State shall notifythe registered limited-liability partnership, by providing written notice toits resident agent or, if the registered limited-liability partnership does nothave a resident agent, to a managing partner, that its certificate ofregistration is revoked. The written notice:

(a) Must include the amount of any fees and penaltiesincurred that are due.

(b) At the request of the resident agent or managingpartner, may be provided electronically.

(Added to NRS by 1995, 1469; A 2001, 3185; 2003, 20th SpecialSession, 82)

NRS 87.530 Defaultingpartnerships: Conditions and procedure for reinstatement.

1. Except as otherwise provided in subsection 3, theSecretary of State shall reinstate the certificate of registration of aregistered limited-liability partnership that is revoked pursuant to NRS 87.520 if the registeredlimited-liability partnership:

(a) Files with the Secretary of State:

(1) The information required by NRS 87.510; and

(2) A certificate of acceptance of appointmentsigned 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 theregistered limited-liability partnership, he shall issue to the registeredlimited-liability partnership a certificate of reinstatement if the registeredlimited-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 thecertificate of registration of a registered limited-liability partnership ifthe certificate was revoked pursuant to the provisions of this chapter at least5 years before the date of the proposed reinstatement.

(Added to NRS by 1995, 1469; A 2001, 3185; 2003, 20th SpecialSession, 82)

NRS 87.540 Statusof partnership and liability of partners not affected by errors in certainfiled information. The status of a partnershipas a registered limited-liability partnership, and the liability of itspartners, are not affected by errors in the information contained in acertificate of registration or an annual list required to be filed with theSecretary of State, or by changes after the filing of such a certificate orlist in the information contained in the certificate or list.

(Added to NRS by 1995, 1467)

FOREIGN REGISTERED LIMITED-LIABILITY PARTNERSHIPS

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

1. Each foreign registered limited-liabilitypartnership doing business in this State shall, on or before the last day ofthe first month after the filing of its application for registration as aforeign registered limited-liability partnership with the Secretary of State,and annually thereafter on or before the last day of the month in which theanniversary date of its qualification to do business in this State occurs in eachyear, file with the Secretary of State a list, on a form furnished by him, thatcontains:

(a) The name of the foreign registeredlimited-liability partnership;

(b) The file number of the foreign registeredlimited-liability partnership, if known;

(c) The names of all its managing partners;

(d) The address, either residence or business, of eachmanaging partner;

(e) The name and street address of its lawfullydesignated resident agent in this State; and

(f) The signature of a managing partner of the foreignregistered limited-liability partnership certifying that the list is true,complete and accurate.

2. Each list filed pursuant to this section must beaccompanied by a declaration under penalty of perjury that the foreignregistered 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 toknowingly offer any false or forged instrument for filing in the Office of theSecretary of State.

3. Upon filing:

(a) The initial list required by this section, theforeign registered limited-liability partnership shall pay to the Secretary ofState a fee of $125.

(b) Each annual list required by this section, theforeign registered limited-liability partnership shall pay to the Secretary ofState a fee of $125.

4. If a managing partner of a foreign registeredlimited-liability partnership resigns and the resignation is not reflected onthe annual or amended list of managing partners, the foreign registeredlimited-liability partnership or the managing partner shall pay to theSecretary of State a fee of $75 to file the resignation.

5. The Secretary of State shall, 90 days before thelast day for filing each annual list required by subsection 1, cause to bemailed to each foreign registered limited-liability partnership which isrequired to comply with the provisions of NRS87.541 to 87.544, inclusive, andwhich has not become delinquent, the blank forms to be completed and filed withhim. Failure of any foreign registered limited-liability partnership to receivethe 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 provisionsof 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 registeredlimited-liability partnership not in default which is received by the Secretaryof State more than 90 days before its due date must be deemed an amended listfor the previous year and does not satisfy the requirements of subsection 1 forthe year to which the due date is applicable.

(Added to NRS by 2003, 20th SpecialSession, 74; A 2005,2263)

NRS 87.5415 Certificate of authorization totransact business. If a foreign registeredlimited-liability partnership has filed the initial or annual list incompliance with NRS 87.541 and has paidthe appropriate fee for the filing, the cancelled check or other proof ofpayment received by the foreign registered limited-liability partnershipconstitutes a certificate authorizing it to transact its business within thisState until the last day of the month in which the anniversary of itsqualification to transact business occurs in the next succeeding calendar year.

(Added to NRS by 2003, 20th SpecialSession, 75)

NRS 87.542 Addressesof managing partners required; failure to file.

1. Each list required to be filed under the provisionsof NRS 87.541 to 87.544, inclusive, must, after the name ofeach managing partner listed thereon, set forth the address, either residenceor business, of each managing partner.

2. If the addresses are not stated for each person onany list offered for filing, the Secretary of State may refuse to file thelist, and the foreign registered limited-liability partnership for which thelist has been offered for filing is subject to all the provisions of NRS 87.541 to 87.544, inclusive, relating to failure tofile the list within or at the times therein specified, unless a list issubsequently submitted for filing which conforms to the provisions of thissection.

(Added to NRS by 2003, 20th SpecialSession, 75)

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

1. Each foreign registered limited-liabilitypartnership which is required to make a filing and pay the fee prescribed in NRS 87.541 to 87.544, inclusive, and which refuses orneglects to do so within the time provided is in default.

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

(Added to NRS by 2003, 20th SpecialSession, 75)

NRS 87.543 Defaultingpartnerships: Duties of Secretary of State.

1. The Secretary of State shall notify, by providingwritten notice to its resident agent, each foreign registered limited-liabilitypartnership deemed in default pursuant to NRS87.5425. The written notice:

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

(b) At the request of the resident agent, may beprovided electronically.

2. Immediately after the last day of the month inwhich the anniversary date of its registration occurs, the Secretary of Stateshall compile a complete list containing the names of all foreign registeredlimited-liability partnerships whose right to transact business has beenforfeited.

3. The Secretary of State shall notify, by providingwritten notice to its resident agent, each foreign registered limited-liabilitypartnership specified in subsection 2 of the forfeiture of its right totransact business. The written notice:

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

(b) At the request of the resident agent, may beprovided electronically.

(Added to NRS by 2003, 20th SpecialSession, 75)

NRS 87.5435 Defaultingpartnerships: Conditions and procedure for reinstatement.

1. Except as otherwise provided in subsections 3 and4, the Secretary of State shall reinstate a foreign registeredlimited-liability partnership which has forfeited or which forfeits its rightto transact business under the provisions of this chapter and shall restore tothe foreign registered limited-liability partnership its right to transactbusiness 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 appointmentsigned 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 thereofthat its right to transact business was forfeited; and

(2) A fee of $300 for reinstatement.

2. When the Secretary of State reinstates the foreignregistered limited-liability partnership, he shall issue to the foreignregistered limited-liability partnership a certificate of reinstatement if theforeign 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 areinstatement unless all delinquent fees and penalties have been paid and therevocation of the right to transact business occurred only by reason of failureto pay the fees and penalties.

4. If the right of a foreign registeredlimited-liability partnership to transact business in this State has beenforfeited pursuant to the provisions of this chapter and has remained forfeitedfor a period of 5 consecutive years, the right to transact business must not bereinstated.

(Added to NRS by 2003, 20th SpecialSession, 76)

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

1. Except as otherwise provided in subsection 2, if aforeign registered limited-liability partnership applies to reinstate itscertificate of registration and its name has been legally reserved or acquiredby another artificial person formed, organized, registered or qualifiedpursuant to the provisions of this title whose name is on file with the Officeof the Secretary of State or reserved in the Office of the Secretary of Statepursuant to the provisions of this title, the foreign registeredlimited-liability partnership must submit in writing in its application forreinstatement to the Secretary of State some other name under which it desiresits existence to be reinstated. If that name is distinguishable from all othernames reserved or otherwise on file, the Secretary of State shall reinstate theforeign registered limited-liability partnership under that new name.

2. If the applying foreign registeredlimited-liability partnership submits the written, acknowledged consent of theartificial person having a name, or the person who has reserved a name, whichis not distinguishable from the old name of the applying foreign registeredlimited-liability partnership or a new name it has submitted, it may bereinstated under that name.

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

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

(Added to NRS by 2003, 20th SpecialSession, 76)

MISCELLANEOUS PROVISIONS

NRS 87.5445 Formrequired for filing of records.

1. Each record filed with the Secretary of State pursuantto this chapter must be on or accompanied by a form prescribed by the Secretaryof State.

2. The Secretary of State may refuse to file a recordwhich does not comply with subsection 1 or which does not contain all of theinformation required by statute for filing the record.

3. If the provisions of the form prescribed by theSecretary of State conflict with the provisions of any record that is submittedfor filing with the form:

(a) The provisions of the form control for all purposeswith respect to the information that is required by statute to appear in therecord in order for the record to be filed; and

(b) Unless otherwise provided in the record, theprovisions of the record control in every other situation.

4. The Secretary of State may by regulation providefor the electronic filing of records with the Office of the Secretary of State.

(Added to NRS by 2003, 20th SpecialSession, 73)

NRS 87.545 Procedureto submit replacement page to Secretary of State before actual filing ofrecord. A managing partner of a registeredlimited-liability partnership may authorize the Secretary of State in writingto 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 theoriginal record. The signed authorization of the managing partner to theSecretary of State permits, but does not require, the Secretary of State toalter the original record as requested.

(Added to NRS by 1997, 2815; A 2003, 3146)

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

1. A registered limited-liability partnership maycorrect a record filed in the Office of the Secretary of State with respect tothe registered limited-liability partnership if the record contains aninaccurate description of a partnership action or if the record was defectivelysigned, attested, sealed, verified or acknowledged.

2. To correct a record, the registeredlimited-liability partnership must:

(a) Prepare a certificate of correction that:

(1) States the name of the registeredlimited-liability partnership;

(2) Describes the record, including, withoutlimitation, its filing date;

(3) Specifies the inaccuracy or defect;

(4) Sets forth the inaccurate or defectiveportion of the record in an accurate or corrected form; and

(5) Is signed by a managing partner of theregistered limited-liability partnership.

(b) Deliver the certificate to the Secretary of Statefor filing.

(c) Pay a filing fee of $175 to the Secretary of State.

3. A certificate of correction is effective on theeffective date of the record it corrects except as to persons relying on theuncorrected record and adversely affected by the correction. As to thosepersons, the certificate is effective when filed.

(Added to NRS by 2001, 1396; A 2001, 3198, 3199; 2003, 3146; 2003, 20th SpecialSession, 83)

NRS 87.550 Fees. In addition to any other fees required by NRS 87.440 to 87.540, inclusive, and 87.560, the Secretary of State shall chargeand collect the following fees for services rendered pursuant to thosesections:

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 existenceof a registered limited-liability partnership, if the registeredlimited-liability partnership has not filed a certificate of amendment, $50.

3. For signing a certificate verifying the existenceof a registered limited-liability partnership, if the registeredlimited-liability partnership has filed a certificate of amendment, $50.

4. For signing, certifying or filing any certificateor record not required by NRS 87.440 to 87.540, inclusive, and 87.560, $50.

5. For any copies provided by the Office of theSecretary of State, $2 per page.

6. For examining and provisionally approving anyrecord 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 SpecialSession, 83; 2005,2264)

NRS 87.560 Operationof domestic partnership in another jurisdiction; registration of foreignregistered limited-liability partnership.

1. To the extent permitted by the law of thatjurisdiction:

(a) A partnership, including a registeredlimited-liability partnership, formed and existing under this chapter, mayconduct its business, carry on its operations, and exercise the powers grantedby this chapter in any state, territory, district or possession of the UnitedStates or in any foreign country.

(b) The internal affairs of a partnership, including aregistered limited-liability partnership, formed and existing under thischapter, including the liability of partners for debts, obligations andliabilities of or chargeable to the partnership, are governed by the law ofthis State.

2. Subject to any statutes for the regulation andcontrol of specific types of business, a registered limited-liabilitypartnership, formed and existing under the law of another jurisdiction, may dobusiness in this State if it first registers with the Secretary of Statepursuant to the provisions of NRS 87.440to 87.500, inclusive, and 87.541 to 87.544,inclusive.

3. The name of a partnership that is registered as alimited-liability partnership in another jurisdiction and doing business inthis State must contain the words Limited-Liability Partnership orRegistered Limited-Liability Partnership or the abbreviations L.L.P. orLLP, or such other words or abbreviations as may be required or authorized bythe law of the other jurisdiction, as the last words or letters of the name.

(Added to NRS by 1995, 1468)

 

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