1. Except as otherwise provided in NRS 87.515, a registered limited-liability partnership which did exist or is existing under the laws of this State may, upon complying with the provisions of NRS 87.530, procure a renewal or revival of its certificate of registration for any period, together with all the rights, franchises, privileges and immunities, and subject to all its existing and preexisting debts, duties and liabilities secured or imposed by its original certificate of registration and amendments thereto, or existing certificate of registration, by filing:
(a) A certificate with the Secretary of State, which must set forth:
(1) The name of the registered limited-liability partnership, which must be the name of the registered limited-liability partnership at the time of the renewal or revival, or its name at the time its original certificate of registration expired.
(2) The information required pursuant to NRS 77.310.
(3) The date on which the renewal or revival of the certificate of registration is to commence or be effective, which may be, in cases of a revival, before the date of the certificate.
(4) Whether or not the renewal or revival is to be perpetual and, if not perpetual, the time for which the renewal or revival is to continue.
(5) That the registered limited-liability partnership desiring to renew or revive its certificate of registration is, or has been, organized and carrying on the business authorized by its existing or original certificate of registration and amendments thereto, and desires to renew or continue through revival its existence pursuant to and subject to the provisions of this chapter.
(b) A list of its managing partners, or the equivalent thereof, and their addresses, either residence or business.
(c) A declaration under penalty of perjury, on a form provided by the Secretary of State, that the renewal or revival is authorized by a court of competent jurisdiction in this State or by the managing partners of the registered limited-liability partnership.
2. A registered limited-liability partnership whose certificate of registration has not expired and is being renewed shall cause the certificate to be signed by a managing partner of the registered limited-liability partnership. The certificate of renewal must be approved by a majority of the managing partners.
3. A registered limited-liability partnership seeking to revive its original or amended certificate of registration shall cause the certificate to be signed by a person or persons designated or appointed by the managing partners of the registered limited-liability partnership. The signing and filing of the certificate of revival must be approved by the written consent of the managing partners of the registered limited-liability partnership holding at least a majority of the voting power and must contain a recital that this consent was secured. The registered limited-liability partnership shall pay to the Secretary of State the fee required to qualify a limited-liability partnership pursuant to the provisions of NRS 87.440 to 87.540, inclusive.
4. The filed certificate, or a copy thereof which has been certified under the hand and seal of the Secretary of State, must be received in all courts and places as prima facie evidence of the facts therein stated and of the qualification to do business in this State of the registered limited-liability partnership named therein.
5. Except as otherwise provided in NRS 87.455, a renewal or revival pursuant to this section relates back to the date on which the registered limited-liability partnership’s certificate of registration expired or was revoked and renews or revives the registered limited-liability partnership’s certificate of registration and right to transact business as if such right had at all times remained in full force.
6. A registered limited-liability partnership that has revived or renewed its certificate of registration pursuant to the provisions of this section:
(a) Is a registered limited-liability partnership and continues to be a registered limited-liability partnership for the time stated in the certificate of revival or renewal;
(b) Possesses the rights, privileges and immunities conferred by the original certificate of registration and by this chapter; and
(c) Is subject to the restrictions and liabilities set forth in this chapter.
(Added to NRS by 2015, 1294)
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.