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Uniform Limited Partnership Act (2001)
Law
Nevada Revised Statutes
Uniform Limited Partnership Act (2001)
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Section
87A.005
Short title.
Section
87A.010
Definitions.
Section
87A.015
"Certificate of limited partnership" defined.
Section
87A.020
"Contribution" defined.
Section
87A.025
"Debtor in bankruptcy" defined.
Section
87A.030
"Designated office" defined.
Section
87A.035
"Distribution" defined.
Section
87A.040
"Foreign limited partnership" defined.
Section
87A.045
"Foreign registered limited-liability limited partnership" defined.
Section
87A.050
"General partner" defined.
Section
87A.055
"Limited partner" defined.
Section
87A.060
"Limited partnership" defined.
Section
87A.065
"Partner" defined.
Section
87A.070
"Partnership agreement" defined.
Section
87A.075
"Person" defined.
Section
87A.080
"Person withdrawn as a general partner" defined.
Section
87A.085
"Principal office" defined.
Section
87A.095
"Registered agent" defined.
Section
87A.100
"Registered limited-liability limited partnership" defined.
Section
87A.105
"Required information" defined.
Section
87A.108
"Restricted limited partnership" defined.
Section
87A.120
"State" defined.
Section
87A.130
"Transfer" defined.
Section
87A.135
"Transferable interest" defined.
Section
87A.140
"Transferee" defined.
Section
87A.145
Applicability.
Section
87A.147
Secretary of State authorized to adopt certain regulations to allow limited partnership to carry out powers and duties through most recent technology.
Section
87A.150
Knowledge and notice.
Section
87A.155
Nature, purpose and duration of entity; prohibition against organization for certain illegal purposes.
Section
87A.160
Powers.
Section
87A.165
Governing law.
Section
87A.170
Supplemental principles of law; rate of interest.
Section
87A.175
Name of partnership: Distinguishable name required; limitations; availability of name of forfeited, merged or otherwise terminated partnership; regulations.
Section
87A.180
Name of partnership: Reservation; transfer of right to exclusive use of reserved name.
Section
87A.185
Name of partnership: Reinstatement or revival under old or new name; regulations.
Section
87A.190
Effect of partnership agreement; nonwaivable provisions.
Section
87A.195
Information required to be maintained at principal office in State or with custodian of records.
Section
87A.200
Statement to be maintained at principal office or with custodian of records; requirement to assist in criminal investigation; failure to comply; regulations.
Section
87A.203
Manner of storage of records; conversion of electronic records into clear and legible paper form; admissibility in evidence of electronic records.
Section
87A.205
Business transactions of partner with partnership.
Section
87A.210
Dual capacity.
Section
87A.215
Registered agent required; maintenance of records at principal office in State or with custodian of records; change of address.
Section
87A.220
Registered agent: Revocation of appointment; change of name.
Section
87A.225
Resignation of registered agent or termination of registration of commercial registered agent.
Section
87A.230
Consent and proxies of partners.
Section
87A.235
Formation of limited partnership; certificate of limited partnership.
Section
87A.237
Penalty for purporting to do business as limited partnership without registration; enforcement; regulations.
Section
87A.240
Amendment or restatement of certificate.
Section
87A.245
Statement of termination.
Section
87A.250
Signing of records.
Section
87A.255
Signing and filing pursuant to judicial order.
Section
87A.260
Form required for filing of records.
Section
87A.265
Procedure to submit replacement page to Secretary of State before actual filing of record.
Section
87A.270
Filing of records written in language other than English.
Section
87A.275
Correction of inaccurate or defective record filed with Secretary of State; cancellation of filings.
Section
87A.280
Partnership records: Microfilming; imaging; return.
Section
87A.285
Liability for false information in filed record.
Section
87A.290
Annual list: Filing requirements; fees; notice; regulations.
Section
87A.295
Additional filing requirements for certain partnerships: Criteria; statement; fees.
Section
87A.300
Certificate of authorization to transact business; identification of defaulting partnerships; reinstatement of partnership which is unit-owners’ association; forfeiture and penalty.
Section
87A.305
Defaulting partnerships: Duties of Secretary of State; revocation of certificate; assets held in trust.
Section
87A.310
Defaulting partnerships: Conditions and procedure for reinstatement.
Section
87A.313
Renewal or revival of certificate: Procedure; fee; certificate as evidence; status of partnership.
Section
87A.315
Fees.
Section
87A.320
Becoming limited partner.
Section
87A.325
No right or power as limited partner to bind limited partnership.
Section
87A.330
No liability as limited partner for limited partnership obligations.
Section
87A.335
Right of limited partner and former limited partner to information.
Section
87A.340
Limited duties of limited partners.
Section
87A.345
Person erroneously believing self to be limited partner.
Section
87A.350
Becoming general partner.
Section
87A.355
General partner agent of limited partnership.
Section
87A.360
Limited partnership liable for actionable conduct of general partner.
Section
87A.365
Liability of general partner.
Section
87A.370
Actions by and against partnership and partners.
Section
87A.375
Management rights of general partner.
Section
87A.380
Right of general partner and former general partner to information.
Section
87A.385
General standards of conduct of general partner.
Section
87A.390
Form of contribution.
Section
87A.395
Liability for contribution.
Section
87A.400
Sharing of distributions.
Section
87A.405
Interim distributions.
Section
87A.410
No distribution on account of withdrawal.
Section
87A.415
Distribution in kind.
Section
87A.420
Right to distribution.
Section
87A.425
Limitations on distribution.
Section
87A.427
Limitations on distributions applicable to restricted limited partnerships.
Section
87A.430
Liability for improper distributions.
Section
87A.435
Withdrawal as limited partner.
Section
87A.440
Effect of withdrawal as limited partner.
Section
87A.445
Withdrawal as general partner.
Section
87A.450
Power of person to withdraw as general partner; wrongful withdrawal.
Section
87A.455
Effect of withdrawal as general partner.
Section
87A.460
Power to bind and liability to limited partnership before dissolution of partnership of person withdrawn as general partner.
Section
87A.465
Liability to other persons of person withdrawn as general partner.
Section
87A.470
Transferable interest of partner.
Section
87A.475
Transfer of transferable interest of partner.
Section
87A.480
Rights and remedies of creditor of partner.
Section
87A.485
Power of estate of deceased partner.
Section
87A.488
Dissolution of partnership whose certificate has been revoked without additional fees and penalties; regulations.
Section
87A.490
Nonjudicial dissolution.
Section
87A.495
Judicial dissolution.
Section
87A.500
Winding up.
Section
87A.505
Power of general partner and person withdrawn as general partner to bind partnership after dissolution.
Section
87A.510
Liability after dissolution of general partner and person withdrawn as general partner to limited partnership, other general partners and persons withdrawn as general partner.
Section
87A.515
Known claims against dissolved limited partnership.
Section
87A.520
Other claims against dissolved limited partnership.
Section
87A.525
Liability of general partner and person withdrawn as general partner when claim against limited partnership barred.
Section
87A.530
Disposition of assets; when contributions are required.
Section
87A.535
Governing law.
Section
87A.540
Filing requirements; prohibition against registration for certain illegal purposes; required provisions of application for registration.
Section
87A.545
Issuance of certificate of registration by Secretary of State.
Section
87A.550
Registration of name.
Section
87A.555
Amendments to application for registration.
Section
87A.560
Annual list: Filing requirements; fees; powers and duties of Secretary of State; regulations.
Section
87A.565
Additional filing requirements for certain partnerships: Criteria; statement; fees.
Section
87A.570
Certificate of authorization to transact business.
Section
87A.575
Addresses of general partners required; failure to file.
Section
87A.580
List or statement to be maintained at principal office in State or with custodian of records; requirement to assist in criminal investigation; failure to comply; regulations.
Section
87A.585
Defaulting partnerships: Identification; forfeiture of right to transact business; penalty.
Section
87A.590
Defaulting partnerships: Duties of Secretary of State.
Section
87A.595
Defaulting partnerships: Conditions and procedure for reinstatement.
Section
87A.600
Defaulting partnerships: Reinstatement or revival under old or new name; regulations.
Section
87A.602
Cancellation of registration without additional fees and penalties; regulations.
Section
87A.605
Cancellation of registration.
Section
87A.607
Renewal or revival of right to transact business: Procedure; fee; certificate as evidence; status of partnership.
Section
87A.610
Penalty for transacting business without registration; enforcement; regulations.
Section
87A.615
Activities not constituting transaction of business. [Effective through December 31, 2019.]
Section
87A.615
Activities not constituting transaction of business. [Effective January 1, 2020.]
Section
87A.620
Determination of whether solicitation is made or accepted.
Section
87A.625
Action by Attorney General to restrain transaction of business.
Section
87A.630
Filing requirements; prohibition against registration for certain illegal purposes; required and optional provisions of certificate of registration.
Section
87A.632
Penalty for purporting to do business as registered limited-liability limited partnership without registration; enforcement; regulations.
Section
87A.635
Name of partnership: Distinguishable name required; limitations; availability of name of forfeited, merged or otherwise terminated partnership; regulations.
Section
87A.640
List or statement to be maintained at principal place of business or with custodian of records; requirement to assist in criminal investigation; failure to comply; regulations.
Section
87A.645
Termination of registration.
Section
87A.650
Status of partnership and liability of partners not affected by errors in certain filed information.
Section
87A.652
Penalty for purporting to transact business as foreign registered limited-liability limited partnership without registration; enforcement; regulations.
Section
87A.655
Name of foreign partnership.
Section
87A.660
Direct action by partner.
Section
87A.665
Derivative action.
Section
87A.670
Proper plaintiff.
Section
87A.675
Pleading.
Section
87A.680
Proceeds and expenses.
Section
87A.685
Uniformity of application and construction.
Section
87A.690
Relation to Electronic Signatures in Global and National Commerce Act.
Section
87A.695
Provisions for existing partnerships.
Section
87A.700
Operation of domestic partnership in another jurisdiction.