1. A partnership may file a statement of partnership authority, which:
(a) Must include:
(1) The name of the partnership;
(2) The street address of its chief executive office and of one office in this State, if there is one;
(3) The names and mailing addresses of all of the partners or of an agent appointed and maintained by the partnership for the purpose of subsection 2; and
(4) The names of the partners authorized to execute an instrument transferring real property held in the name of the partnership; and
(b) May state the authority, or limitations on the authority, of some or all of the partners to enter into other transactions on behalf of the partnership and any other matter.
2. If a statement of partnership authority names an agent, the agent shall maintain a list of the names and mailing addresses of all of the partners and make it available to any person on request for good cause shown.
3. If a filed statement of partnership authority is executed pursuant to subsection 3 of NRS 87.4318 and states the name of the partnership but does not contain all of the other information required by subsection 1, the statement nevertheless operates with respect to a person not a partner as provided in subsections 4 and 5.
4. Except as otherwise provided in subsection 7, a filed statement of partnership authority supplements the authority of a partner to enter into transactions on behalf of the partnership as follows:
(a) Except for transfers of real property, a grant of authority contained in a filed statement of partnership authority is conclusive in favor of a person who gives value without knowledge to the contrary, so long as and to the extent that a limitation on that authority is not then contained in another filed statement. A filed cancellation of a limitation on authority revives the previous grant of authority.
(b) A grant of authority to transfer real property held in the name of the partnership contained in a certified copy of a filed statement of partnership authority recorded in the office for recording transfers of that real property is conclusive in favor of a person who gives value without knowledge to the contrary, so long as and to the extent that a certified copy of a filed statement containing a limitation on that authority is not then of record in the office for recording transfers of that real property. The recording in the office for recording transfers of that real property of a certified copy of a filed cancellation of a limitation on authority revives the previous grant of authority.
5. A person not a partner is deemed to know of a limitation on the authority of a partner to transfer real property held in the name of the partnership if a certified copy of the filed statement containing the limitation on authority is of record in the office for recording transfers of that real property.
6. Except as otherwise provided in subsections 4 and 5 and NRS 87.4349 and 87.4355, a person not a partner is not deemed to know of a limitation on the authority of a partner merely because the limitation is contained in a filed statement.
7. Unless earlier cancelled, a filed statement of partnership authority is cancelled by operation of law 5 years after the date on which the statement, or the most recent amendment, was filed with the Secretary of State.
(Added to NRS by 2005, 427)
Structure Nevada Revised Statutes
NRS 87.002 - "Business" defined.
NRS 87.030 - Interpretation of knowledge and notice.
NRS 87.040 - Rules of construction.
NRS 87.050 - Rules for cases not provided for in NRS 87.010 to 87.430, inclusive.
NRS 87.060 - Partnership defined.
NRS 87.070 - Rules for determining existence of partnership.
NRS 87.080 - Property of partnership.
NRS 87.4321 - Partnership as entity.
NRS 87.4322 - Formation of partnership.
NRS 87.4323 - Partnership property.
NRS 87.4324 - When property is partnership property.
NRS 87.090 - Partner agent of partnership; restrictions on authority.
NRS 87.100 - Conveyance of real property of partnership.
NRS 87.110 - Partnership bound by admission of partner.
NRS 87.120 - Partnership charged with knowledge of or notice to partner.
NRS 87.130 - Partnership bound by partner’s wrongful act.
NRS 87.140 - Partnership bound by partner’s breach of trust.
NRS 87.150 - Nature of partner’s liability.
NRS 87.160 - Partner by estoppel.
NRS 87.170 - Liability of incoming partner.
NRS 87.4325 - Partner agent of partnership.
NRS 87.4326 - Transfer of partnership property.
NRS 87.4327 - Statement of partnership authority.
NRS 87.4328 - Statement of denial.
NRS 87.4329 - Partnership liable for actionable conduct of partner.
NRS 87.433 - Liability of partners.
NRS 87.4331 - Actions by and against partnership and partners.
NRS 87.4332 - Liability of purported partner.
NRS 87.180 - Rules determining rights and duties of partners.
NRS 87.190 - Partnership’s books.
NRS 87.200 - Duty of partners to render information.
NRS 87.210 - Partner accountable as fiduciary.
NRS 87.220 - Right to formal account.
NRS 87.230 - Continuation of partnership beyond fixed term.
NRS 87.240 - Extent of property rights of partner.
NRS 87.250 - Nature of partner’s right in specific property of partnership.
NRS 87.260 - Nature of partner’s interest in partnership.
NRS 87.270 - Assignment of partner’s interest.
NRS 87.280 - Partner’s interest subject to charging order.
NRS 87.290 - Dissolution defined.
NRS 87.300 - Partnership not terminated by dissolution.
NRS 87.310 - Causes of dissolution.
NRS 87.320 - Dissolution by decree of court.
NRS 87.330 - General effect of dissolution on authority of partner.
NRS 87.340 - Right of partner to contribution from copartners after dissolution.
NRS 87.350 - Power of partner to bind partnership to third persons after dissolution.
NRS 87.360 - Effect of dissolution on partner’s existing liability.
NRS 87.370 - Right to wind up.
NRS 87.380 - Rights of partners to application of property of partnership.
NRS 87.390 - Rights where partnership is dissolved for fraud or misrepresentation.
NRS 87.400 - Rules for distribution.
NRS 87.410 - Liability of persons who continue business of partnership in certain cases.
NRS 87.430 - Accrual of actions.
NRS 87.4303 - "Debtor in bankruptcy" defined.
NRS 87.4304 - "Distribution" defined.
NRS 87.4305 - "Partnership" defined.
NRS 87.4306 - "Partnership agreement" defined.
NRS 87.4307 - "Partnership at will" defined.
NRS 87.4308 - "Partnership interest" and "partner’s interest in the partnership" defined.
NRS 87.4309 - "Person" defined.
NRS 87.431 - "Property" defined.
NRS 87.4311 - "Registered limited-liability partnership" defined.
NRS 87.4312 - "Statement" defined.
NRS 87.4313 - "Transfer" defined.
NRS 87.4315 - Knowledge and notice.
NRS 87.4316 - Effect of partnership agreement; nonwaivable provisions.
NRS 87.4317 - Supplemental principles of law.
NRS 87.4318 - Execution, filing and recording of statements.
NRS 87.432 - Partnership subject to amendment to or repeal of NRS 87.4301 to 87.4357, inclusive.
NRS 87.4333 - Rights and duties of partner.
NRS 87.4334 - Distributions in kind.
NRS 87.4335 - Rights and duties of partner with respect to information.
NRS 87.4336 - Conduct of partner: General standards.
NRS 87.4337 - Actions by partnership and partners.
NRS 87.4338 - Continuation of partnership beyond definite term or particular undertaking.
NRS 87.4339 - Partner not co-owner of partnership property.
NRS 87.434 - Transferable interest of partner in partnership.
NRS 87.4341 - Transfer of transferable interest of partner.
NRS 87.4342 - Transferable interest of partner subject to charging order.
NRS 87.4343 - Events causing dissociation.
NRS 87.4344 - Power of partner to dissociate; wrongful dissociation.
NRS 87.4345 - Effect of dissociation.
NRS 87.4346 - Purchase of dissociated partner’s interest.
NRS 87.4347 - Power of dissociated partner to bind; liability to partnership.
NRS 87.4348 - Liability of dissociated partner to other persons.
NRS 87.4349 - Statement of dissociation.
NRS 87.435 - Continued use of partnership name.
NRS 87.4351 - Events causing dissolution and winding up of partnership business.
NRS 87.4352 - Partnership continues after dissolution.
NRS 87.4353 - Right to wind up partnership business.
NRS 87.4354 - Power of partner to bind partnership after dissolution.
NRS 87.4355 - Statement of dissolution.
NRS 87.4356 - Liability of partner to other partners after dissolution.
NRS 87.4357 - Settlement of accounts and contributions among partners.
NRS 87.455 - Name of partnership: Reinstatement or revival under old or new name; regulations.
NRS 87.460 - Amendment of certificate of registration.
NRS 87.470 - Termination of registration.
NRS 87.480 - Registered agent required.
NRS 87.490 - Change of location of principal office.
NRS 87.510 - Annual list: Filing requirements; fees; notice; regulations.
NRS 87.530 - Defaulting partnerships: Conditions and procedure for reinstatement.
NRS 87.5405 - Penalty for doing business without registration; enforcement; regulations.
NRS 87.5415 - Certificate of authorization to transact business.
NRS 87.542 - Addresses of managing partners required; failure to file.
NRS 87.543 - Defaulting partnerships: Duties of Secretary of State.
NRS 87.5435 - Defaulting partnerships: Conditions and procedure for reinstatement.
NRS 87.544 - Defaulting partnerships: Reinstatement or revival under old or new name; regulations.