Nevada Revised Statutes
Chapter 88 - Uniform Limited Partnership Act
NRS 88.395 - Annual list: Filing requirements; fees; notice; regulations.


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 $200.
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 88.400.
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 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 88.355 and may not be substituted for filings submitted pursuant to NRS 88.355.
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 1985, 1294; A 1987, 70; 1995, 1134; 1997, 2818; 1999, 1623; 2001, 1399, 3186, 3199; 2003, 20th Special Session, 97, 186; 2005, 2265; 2007, 2689; 2009, 2042, 2851; 2013, 882; 2015, 2918; 2017, 2789)

Structure Nevada Revised Statutes

Nevada Revised Statutes

Chapter 88 - Uniform Limited Partnership Act

NRS 88.010 - Short title.

NRS 88.315 - Definitions.

NRS 88.317 - Applicability.

NRS 88.318 - Secretary of State authorized to adopt certain regulations to allow limited partnership to carry out powers and duties through most recent technology.

NRS 88.320 - Name of partnership: Distinguishable name required; limitations; availability of name of forfeited, merged or otherwise terminated partnership; regulations.

NRS 88.325 - Name of partnership: Reservation; transfer of right to exclusive use of reserved name.

NRS 88.327 - Name of partnership: Reinstatement or revival under old or new name; regulations.

NRS 88.330 - Registered agent required; maintenance of records at principal office in State or with custodian of records; change of address.

NRS 88.332 - Resignation of registered agent or termination of registration of commercial registered agent.

NRS 88.335 - Records required to be maintained at principal office in State or with custodian of records; inspection and copying of records.

NRS 88.3355 - 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 88.3357 - Manner of storage of records; conversion of electronic records into clear and legible paper form; admissibility in evidence of electronic records.

NRS 88.336 - Form required for filing of records.

NRS 88.337 - Procedure to submit replacement page to Secretary of State before actual filing of record.

NRS 88.338 - Filing of records written in language other than English.

NRS 88.339 - Correction of inaccurate or defective record filed with Secretary of State; cancellation of filings.

NRS 88.340 - Partnership records: Microfilming; imaging; return.

NRS 88.342 - Business which may be carried on; prohibition against formation of limited partnership for certain illegal purposes.

NRS 88.345 - Right of partner to transact other business with partnership.

NRS 88.350 - Filing requirements; required and optional provisions of certificate of limited partnership.

NRS 88.352 - Penalty for purporting to do business as limited partnership without filing certificate of limited partnership; enforcement; regulations.

NRS 88.355 - Amendment and restatement of certificate of limited partnership.

NRS 88.360 - Cancellation of certificate of limited partnership.

NRS 88.365 - Authority of district court to order signing of certificate.

NRS 88.370 - Notice imparted by filing certificate of limited partnership.

NRS 88.375 - Manner in which certificates must be signed.

NRS 88.380 - Filing and effectiveness of certificates or judicial decrees.

NRS 88.385 - Liability for false statements in certificates.

NRS 88.390 - Delivery of certificates to limited partners.

NRS 88.395 - Annual list: Filing requirements; fees; notice; regulations.

NRS 88.397 - Additional filing requirements for certain partnerships: Criteria; statement; fees.

NRS 88.400 - Certificate of authorization to transact business; identification of defaulting partnerships; reinstatement of partnership which is unit-owners’ association; forfeiture and penalty.

NRS 88.405 - Defaulting partnerships: Duties of Secretary of State; revocation of certificate; assets held in trust.

NRS 88.410 - Defaulting partnerships: Conditions and procedure for reinstatement.

NRS 88.413 - Renewal or revival of certificate: Procedure; fee; certificate as evidence; status of partnership.

NRS 88.415 - Fees.

NRS 88.420 - When person becomes limited partner; admission of additional limited partners.

NRS 88.425 - Voting rights.

NRS 88.430 - Liability to other persons; exceptions.

NRS 88.435 - Liability of person erroneously believing self to be limited partner.

NRS 88.440 - Right of limited partner to records and information of partnership.

NRS 88.445 - Admission of additional general partners.

NRS 88.450 - Events of withdrawal.

NRS 88.455 - Rights, powers and liabilities.

NRS 88.460 - Contributions to partnership by general partner.

NRS 88.465 - Voting rights.

NRS 88.470 - Form of partner’s contribution.

NRS 88.475 - Liability of partner for contributions to partnership.

NRS 88.480 - Sharing of profits and losses among partners.

NRS 88.485 - Distribution of assets among partners.

NRS 88.490 - Right of partner to receive distributions before withdrawal from or dissolution of partnership.

NRS 88.495 - Withdrawal of general partner.

NRS 88.500 - Withdrawal of limited partner.

NRS 88.505 - Distribution upon withdrawal.

NRS 88.510 - Distribution in kind.

NRS 88.515 - Rights upon distribution.

NRS 88.520 - Limitations on distribution.

NRS 88.522 - Limitations on distributions applicable to restricted limited partnerships.

NRS 88.525 - Liability upon return of contribution.

NRS 88.528 - Nature of interest in partnership.

NRS 88.530 - Assignments.

NRS 88.535 - Rights and remedies of creditor of partner.

NRS 88.540 - Right of assignee to become limited partner; liability.

NRS 88.545 - Rights of estate of deceased or incapacitated partner.

NRS 88.548 - Dissolution of limited partnership whose certificate has been revoked without additional fees and penalties; regulations.

NRS 88.550 - Events causing dissolution.

NRS 88.555 - Dissolution by decree of district court.

NRS 88.560 - Winding up.

NRS 88.565 - Distribution of assets.

NRS 88.570 - Law governing organization, internal affairs and liability of limited partners.

NRS 88.575 - Filing requirements; prohibition against registration for certain illegal purposes; required provisions of application for registration.

NRS 88.580 - Issuance of certificate of registration by Secretary of State.

NRS 88.585 - Registration of name.

NRS 88.590 - Amendments to application for registration.

NRS 88.591 - Annual list: Filing requirements; fees; powers and duties of Secretary of State; regulations.

NRS 88.5915 - Additional filing requirements for certain partnerships: Criteria; statement; fees.

NRS 88.592 - Certificate of authorization to transact business.

NRS 88.5925 - Addresses of general partners required; failure to file.

NRS 88.5927 - 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.

NRS 88.593 - Defaulting partnerships: Identification; forfeiture of right to transact business; penalty.

NRS 88.5935 - Defaulting partnerships: Duties of Secretary of State.

NRS 88.594 - Defaulting partnerships: Conditions and procedure for reinstatement.

NRS 88.5945 - Defaulting partnerships: Reinstatement or revival under old or new name; regulations.

NRS 88.5947 - Cancellation of revoked registration without additional fees and penalties; regulations.

NRS 88.595 - Cancellation of registration.

NRS 88.597 - Renewal of revival of right to transact business: Procedure; fee; certificate as evidence; status of partnership.

NRS 88.600 - Penalty for transacting business without registration; enforcement; regulations.

NRS 88.602 - Activities not constituting transaction of business.

NRS 88.603 - Determination of whether solicitation is made or accepted.

NRS 88.605 - Action by Attorney General to restrain transaction of business.

NRS 88.606 - Filing requirements; required and optional provisions of certificate of registration; prohibition against registration for certain illegal purposes.

NRS 88.6062 - Penalty for purporting to do business as registered limited-liability limited partnership without registration; enforcement; regulations.

NRS 88.6065 - Name of partnership: Distinguishable name required; limitations; availability of name of forfeited, merged or otherwise terminated partnership; regulations.

NRS 88.6067 - 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.

NRS 88.607 - Termination of registration.

NRS 88.6075 - Status of partnership and liability of partners not affected by errors in certain filed information.

NRS 88.608 - Liability of partner for debt or liability of partnership.

NRS 88.6085 - Liability of persons acting on behalf of partnership without authority.

NRS 88.6087 - Penalty for purporting to transact business as foreign registered limited-liability limited partnership without registration; enforcement; regulations.

NRS 88.609 - Name of foreign partnership.

NRS 88.610 - Authority of limited partner to bring action.

NRS 88.615 - Qualifications of plaintiff.

NRS 88.620 - Pleading.

NRS 88.625 - Expenses.

NRS 88.630 - Legislative intent.

NRS 88.635 - Applicability of NRS 87.010 to 87.430, inclusive.

NRS 88.640 - Provisions for existing partnerships.

NRS 88.645 - Act repealed.

NRS 88.650 - Operation of domestic partnership in another jurisdiction.