Nevada Revised Statutes
Chapter 87 - Partnerships
NRS 87.541 - Annual list: Filing requirements; fees; powers and duties of Secretary of State; regulations.


1. Each foreign registered limited-liability partnership doing business in this State shall, at the time of the filing of its application for registration as a foreign registered limited-liability partnership with the Secretary of State, or, if the foreign registered limited-liability partnership has selected an alternative due date pursuant to subsection 10, on or before that alternative due date, and annually thereafter on or before the last day of the month in which the anniversary date of its qualification to do business in this State occurs in each year, or, if applicable, on or before the last day of the month in which the anniversary date of the alternative due date occurs in each year, file with the Secretary of State a list, on a form furnished by the Secretary of State, that contains:
(a) The name of the foreign registered limited-liability partnership;
(b) The file number of the foreign registered limited-liability partnership, if known;
(c) The names of all its managing partners;
(d) The address, either residence or business, of each managing partner; and
(e) The signature of a managing partner of the foreign registered limited-liability partnership, or some other person specifically authorized by the foreign registered limited-liability partnership to sign the list, certifying that the list is true, complete and accurate.
2. Each list filed pursuant to this section must be accompanied by a declaration under penalty of perjury that:
(a) The foreign registered limited-liability partnership has complied with the provisions of chapter 76 of NRS;
(b) The foreign registered limited-liability partnership acknowledges that pursuant to NRS 239.330, it is a category C felony to knowingly offer any false or forged instrument for filing in the Office of the Secretary of State; and
(c) None of the managing partners identified in the list has been identified in the list with the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of a managing partner in furtherance of any unlawful conduct.
3. Upon filing:
(a) The initial list required by this section, the foreign registered limited-liability partnership shall pay to the Secretary of State a fee of $150.
(b) Each annual list required by this section, the foreign registered limited-liability partnership shall pay to the Secretary of State a fee of $150.
4. If a foreign registered limited-liability partnership files an amended list of managing partners with the Secretary of State within 60 days after the date on which the initial list required by this section is filed, the foreign registered limited-liability partnership or the resigning managing partner is not required to pay a fee for filing the amended list.
5. Except as otherwise provided in subsection 4, if a managing partner of a foreign registered limited-liability partnership resigns and the resignation is not reflected on the annual or amended list of managing partners, the foreign registered limited-liability partnership or the managing partner shall pay to the Secretary of State a fee of $75 to file the resignation.
6. The Secretary of State shall, 90 days before the last day for filing each annual list required by subsection 1, provide to each foreign registered limited-liability partnership which is required to comply with the provisions of NRS 87.541 to 87.5443, inclusive, and which has not become delinquent, a notice of the fee due pursuant to subsection 3 and a reminder to file the list required pursuant to subsection 1. Failure of any foreign registered limited-liability partnership to receive a notice does not excuse it from the penalty imposed by the provisions of NRS 87.541 to 87.5443, inclusive.
7. If the list to be filed pursuant to the provisions of 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.
8. An annual list for a foreign registered limited-liability partnership not in default which is received by the Secretary of State more than 90 days before its due date shall be deemed an amended list for the previous year and does not satisfy the requirements of subsection 1 for the year to which the due date is applicable.
9. A person who files with the Secretary of State an initial list or annual list required by subsection 1 which identifies a managing partner with the fraudulent intent of concealing the identity of any person or persons exercising the power and authority of a managing partner in furtherance of any unlawful conduct is subject to the penalty set forth in NRS 225.084.
10. The Secretary of State may allow a foreign registered limited-liability partnership to select an alternative due date for filing the initial list required by this section.
11. The Secretary of State may adopt regulations to administer the provisions of subsection 10.
(Added to NRS by 2003, 20th Special Session, 74; A 2005, 2263; 2007, 2683; 2009, 2039, 2841; 2013, 868; 2015, 2914; 2017, 2785)

Structure Nevada Revised Statutes

Nevada Revised Statutes

Chapter 87 - Partnerships

NRS 87.001 - Definitions.

NRS 87.002 - "Business" defined.

NRS 87.007 - "State" defined.

NRS 87.010 - Short title.

NRS 87.020 - Definitions.

NRS 87.025 - Applicability.

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

NRS 87.430 - Accrual of actions.

NRS 87.4301 - Short title.

NRS 87.4302 - Definitions.

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 87.4314 - Applicability.

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 87.4319 - Governing law.

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 87.440 - Filing requirements; prohibition against registration for certain illegal purposes; required and optional provisions of certificate of registration.

NRS 87.445 - Penalty for purporting to do business as registered limited-liability partnership without registration; enforcement; regulations.

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

NRS 87.455 - Name of partnership: Reinstatement 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 87.500 - Resignation of registered agent; termination of registration of commercial registered agent.

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

NRS 87.515 - 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.

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

NRS 87.530 - Defaulting partnerships: Conditions and procedure for reinstatement.

NRS 87.533 - Dissolution of partnership whose registration has been revoked without additional fees and penalties; regulations.

NRS 87.537 - Renewal or revival of registration: Procedure; fee; certificate as evidence; status of partnership.

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

NRS 87.5405 - Penalty for doing business without registration; enforcement; regulations.

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

NRS 87.5413 - 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.

NRS 87.5415 - Certificate of authorization to transact business.

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

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

NRS 87.543 - Defaulting partnerships: Duties of Secretary of State.

NRS 87.5435 - Defaulting partnerships: Conditions and procedure for reinstatement.

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

NRS 87.5443 - Renewal or revival of right to transact business: Procedure; fee; certificate as evidence; status of partnership.

NRS 87.5445 - Form required for filing of records.

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

NRS 87.547 - Correction of inaccurate or defective record filed with Secretary of State; cancellation of filings.

NRS 87.550 - Fees.

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

NRS 87.565 - Secretary of State authorized to adopt certain regulations to allow partnership to carry out powers and duties through most recent technology.