Nevada Revised Statutes
Chapter 88 - Uniform Limited Partnership Act
NRS 88.455 - Rights, powers and liabilities.


1. Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions of a partner in a partnership without limited partners.
2. Except as provided in this chapter, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to persons other than the partnership and the other partners. Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to the partnership and to the other partners.
(Added to NRS by 1985, 1287)

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.