Nevada Revised Statutes
Chapter 88 - Uniform Limited Partnership Act
NRS 88.400 - Certificate of authorization to transact business; identification of defaulting partnerships; reinstatement of partnership which is unit-owners’ association; forfeiture and penalty.


1. If a limited partnership has filed the list in compliance with NRS 88.395 and has paid the appropriate fee for the filing, the cancelled check or other proof of payment received by the limited partnership constitutes a certificate authorizing it to transact its business within this State until the anniversary date of the filing of its certificate of limited partnership in the next succeeding calendar year.
2. Each limited partnership which is required to make a filing and pay the fee prescribed in NRS 88.395 and 88.397 and which refuses or neglects to do so within the time provided is in default.
3. Upon notification from the Administrator of the Real Estate Division of the Department of Business and Industry that a limited partnership which is a unit-owners’ association as defined in NRS 116.011 or 116B.030 has failed to register pursuant to NRS 116.31158 or 116B.625 or failed to pay the fees pursuant to NRS 116.31155 or 116B.620, the Secretary of State shall deem the limited partnership to be in default. If, after the limited partnership is deemed to be in default, the Administrator notifies the Secretary of State that the limited partnership has registered pursuant to NRS 116.31158 or 116B.625 and paid the fees pursuant to NRS 116.31155 or 116B.620, the Secretary of State shall reinstate the limited partnership if the limited partnership complies with the requirements for reinstatement as provided in this section and NRS 88.410.
4. For default there must be added to the amount of the fee a penalty of $75, and unless the filings are made and the fee and penalty are paid on or before the first day of the first anniversary of the month following the month in which filing was required, the defaulting limited partnership, by reason of its default, forfeits its right to transact any business within this State.
(Added to NRS by 1985, 1294; A 1993, 1020; 1995, 1134; 1999, 1624; 2001, 1399, 3187, 3199; 2003, 48, 51; 2003, 20th Special Session, 98; 2007, 2290)

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.