1. A limited partnership shall, at the time of the filing of its certificate of limited partnership with the Secretary of State, or, if the limited partnership has selected an alternative due date pursuant to subsection 12, 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 the filing of its certificate of limited partnership occurs, 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, on a form furnished by the Secretary of State, a list that contains:
(a) The name of the limited partnership;
(b) The file number of the limited partnership, if known;
(c) The names of all of its general partners;
(d) The address, either residence or business, of each general partner; and
(e) The signature of a general partner of the limited partnership, or some other person specifically authorized by the limited partnership to sign the list, certifying that the list is true, complete and accurate.
2. Each list filed pursuant to subsection 1 must be accompanied by a declaration under penalty of perjury that:
(a) The limited partnership has complied with the provisions of chapter 76 of NRS;
(b) The limited 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 general 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 general partner in furtherance of any unlawful conduct.
3. Except as otherwise provided in subsection 4, a limited partnership shall, upon filing:
(a) The initial list required by subsection 1, pay to the Secretary of State a fee of $150.
(b) Each annual list required by subsection 1, pay to the Secretary of State a fee of $150.
4. A registered limited-liability limited partnership shall, upon filing:
(a) The initial list required by subsection 1, pay to the Secretary of State a fee of $150.
(b) Each annual list required by subsection 1, pay to the Secretary of State a fee of $150.
5. If a limited partnership files an amended list of general partners with the Secretary of State within 60 days after the date on which the initial list required by subsection 1 is filed, the limited partnership or the resigning general partner is not required to pay a fee for filing the amended list.
6. Except as otherwise provided in subsection 5, if a general partner of a limited partnership resigns and the resignation is not reflected on the annual or amended list of general partners, the limited partnership or the resigning general partner shall pay to the Secretary of State a fee of $75 to file the resignation.
7. The Secretary of State shall, 90 days before the last day for filing each annual list required by subsection 1, provide to each limited partnership which is required to comply with the provisions of this section, and which has not become delinquent, a notice of the fee due pursuant to the provisions of subsection 3 or 4, as appropriate, and a reminder to file the annual list required pursuant to subsection 1. Failure of any limited partnership to receive a notice does not excuse it from the penalty imposed by NRS 87A.300.
8. If the list to be filed pursuant to the provisions of subsection 1 is defective or the fee required by subsection 3 or 4, as appropriate, is not paid, the Secretary of State may return the list for correction or payment.
9. An annual list for a limited partnership not in default that 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.
10. A filing made pursuant to this section does not satisfy the provisions of NRS 87A.240 and may not be substituted for filings submitted pursuant to NRS 87A.240.
11. A person who files with the Secretary of State a list required by subsection 1 which identifies a general partner with the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of a general partner in furtherance of any unlawful conduct is subject to the penalty set forth in NRS 225.084.
12. The Secretary of State may allow a limited partnership to select an alternative due date for filing the initial list required by subsection 1.
13. The Secretary of State may adopt regulations to administer the provisions of subsection 12.
(Added to NRS by 2007, 450; A 2009, 2040, 2846; 2013, 872; 2015, 2915; 2017, 2786)
Structure Nevada Revised Statutes
Chapter 87A - Uniform Limited Partnership Act (2001)
NRS 87A.015 - "Certificate of limited partnership" defined.
NRS 87A.020 - "Contribution" defined.
NRS 87A.025 - "Debtor in bankruptcy" defined.
NRS 87A.030 - "Designated office" defined.
NRS 87A.035 - "Distribution" defined.
NRS 87A.040 - "Foreign limited partnership" defined.
NRS 87A.045 - "Foreign registered limited-liability limited partnership" defined.
NRS 87A.050 - "General partner" defined.
NRS 87A.055 - "Limited partner" defined.
NRS 87A.060 - "Limited partnership" defined.
NRS 87A.065 - "Partner" defined.
NRS 87A.070 - "Partnership agreement" defined.
NRS 87A.075 - "Person" defined.
NRS 87A.080 - "Person withdrawn as a general partner" defined.
NRS 87A.085 - "Principal office" defined.
NRS 87A.095 - "Registered agent" defined.
NRS 87A.100 - "Registered limited-liability limited partnership" defined.
NRS 87A.105 - "Required information" defined.
NRS 87A.108 - "Restricted limited partnership" defined.
NRS 87A.120 - "State" defined.
NRS 87A.130 - "Transfer" defined.
NRS 87A.135 - "Transferable interest" defined.
NRS 87A.140 - "Transferee" defined.
NRS 87A.150 - Knowledge and notice.
NRS 87A.170 - Supplemental principles of law; rate of interest.
NRS 87A.180 - Name of partnership: Reservation; transfer of right to exclusive use of reserved name.
NRS 87A.185 - Name of partnership: Reinstatement or revival under old or new name; regulations.
NRS 87A.190 - Effect of partnership agreement; nonwaivable provisions.
NRS 87A.205 - Business transactions of partner with partnership.
NRS 87A.220 - Registered agent: Revocation of appointment; change of name.
NRS 87A.230 - Consent and proxies of partners.
NRS 87A.235 - Formation of limited partnership; certificate of limited partnership.
NRS 87A.240 - Amendment or restatement of certificate.
NRS 87A.245 - Statement of termination.
NRS 87A.250 - Signing of records.
NRS 87A.255 - Signing and filing pursuant to judicial order.
NRS 87A.260 - Form required for filing of records.
NRS 87A.270 - Filing of records written in language other than English.
NRS 87A.280 - Partnership records: Microfilming; imaging; return.
NRS 87A.285 - Liability for false information in filed record.
NRS 87A.290 - Annual list: Filing requirements; fees; notice; regulations.
NRS 87A.295 - Additional filing requirements for certain partnerships: Criteria; statement; fees.
NRS 87A.310 - Defaulting partnerships: Conditions and procedure for reinstatement.
NRS 87A.320 - Becoming limited partner.
NRS 87A.325 - No right or power as limited partner to bind limited partnership.
NRS 87A.330 - No liability as limited partner for limited partnership obligations.
NRS 87A.335 - Right of limited partner and former limited partner to information.
NRS 87A.340 - Limited duties of limited partners.
NRS 87A.345 - Person erroneously believing self to be limited partner.
NRS 87A.350 - Becoming general partner.
NRS 87A.355 - General partner agent of limited partnership.
NRS 87A.360 - Limited partnership liable for actionable conduct of general partner.
NRS 87A.365 - Liability of general partner.
NRS 87A.370 - Actions by and against partnership and partners.
NRS 87A.375 - Management rights of general partner.
NRS 87A.380 - Right of general partner and former general partner to information.
NRS 87A.385 - General standards of conduct of general partner.
NRS 87A.390 - Form of contribution.
NRS 87A.395 - Liability for contribution.
NRS 87A.400 - Sharing of distributions.
NRS 87A.405 - Interim distributions.
NRS 87A.410 - No distribution on account of withdrawal.
NRS 87A.415 - Distribution in kind.
NRS 87A.420 - Right to distribution.
NRS 87A.425 - Limitations on distribution.
NRS 87A.427 - Limitations on distributions applicable to restricted limited partnerships.
NRS 87A.430 - Liability for improper distributions.
NRS 87A.435 - Withdrawal as limited partner.
NRS 87A.440 - Effect of withdrawal as limited partner.
NRS 87A.445 - Withdrawal as general partner.
NRS 87A.450 - Power of person to withdraw as general partner; wrongful withdrawal.
NRS 87A.455 - Effect of withdrawal as general partner.
NRS 87A.465 - Liability to other persons of person withdrawn as general partner.
NRS 87A.470 - Transferable interest of partner.
NRS 87A.475 - Transfer of transferable interest of partner.
NRS 87A.480 - Rights and remedies of creditor of partner.
NRS 87A.485 - Power of estate of deceased partner.
NRS 87A.490 - Nonjudicial dissolution.
NRS 87A.495 - Judicial dissolution.
NRS 87A.515 - Known claims against dissolved limited partnership.
NRS 87A.520 - Other claims against dissolved limited partnership.
NRS 87A.530 - Disposition of assets; when contributions are required.
NRS 87A.545 - Issuance of certificate of registration by Secretary of State.
NRS 87A.550 - Registration of name.
NRS 87A.555 - Amendments to application for registration.
NRS 87A.565 - Additional filing requirements for certain partnerships: Criteria; statement; fees.
NRS 87A.570 - Certificate of authorization to transact business.
NRS 87A.575 - Addresses of general partners required; failure to file.
NRS 87A.590 - Defaulting partnerships: Duties of Secretary of State.
NRS 87A.595 - Defaulting partnerships: Conditions and procedure for reinstatement.
NRS 87A.600 - Defaulting partnerships: Reinstatement or revival under old or new name; regulations.
NRS 87A.602 - Cancellation of registration without additional fees and penalties; regulations.
NRS 87A.605 - Cancellation of registration.
NRS 87A.610 - Penalty for transacting business without registration; enforcement; regulations.
NRS 87A.615 - Activities not constituting transaction of business.
NRS 87A.620 - Determination of whether solicitation is made or accepted.
NRS 87A.625 - Action by Attorney General to restrain transaction of business.
NRS 87A.645 - Termination of registration.
NRS 87A.655 - Name of foreign partnership.
NRS 87A.660 - Direct action by partner.
NRS 87A.665 - Derivative action.
NRS 87A.670 - Proper plaintiff.
NRS 87A.680 - Proceeds and expenses.
NRS 87A.685 - Uniformity of application and construction.
NRS 87A.690 - Relation to Electronic Signatures in Global and National Commerce Act.
NRS 87A.695 - Provisions for existing partnerships.
NRS 87A.700 - Operation of domestic partnership in another jurisdiction.