1. Each foreign limited partnership doing business in this State shall, at the time of the filing of its application for registration as a foreign limited partnership with the Secretary of State, or, if the foreign limited 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 limited partnership;
(b) The file number of the foreign limited partnership, if known;
(c) The names of all its general partners;
(d) The address, either residence or business, of each general partner; and
(e) The signature of a general partner of the foreign limited partnership, or some other person specifically authorized by the foreign limited 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 limited partnership has complied with the provisions of chapter 76 of NRS;
(b) The foreign 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. Upon filing:
(a) The initial list required by this section, the foreign limited partnership shall pay to the Secretary of State a fee of $150.
(b) Each annual list required by this section, the foreign limited partnership shall pay to the Secretary of State a fee of $150.
4. If a foreign 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 this section is filed, the foreign limited partnership or the resigning general partner is not required to pay a fee for filing the amended list.
5. Except as otherwise provided in subsection 4, if a general partner of a foreign limited partnership resigns and the resignation is not reflected on the annual or amended list of general partners, the foreign limited partnership or the resigning general partner shall pay to the Secretary of State a fee of $75 to file the resignation of the general partner.
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 limited partnership, which is required to comply with the provisions of NRS 88.591 to 88.5945, 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 limited partnership to receive a notice does not excuse it from the penalty imposed by the provisions of NRS 88.591 to 88.5945, 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 limited 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 a list required by this section 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.
10. The Secretary of State may allow a foreign limited 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, 87; A 2005, 2267; 2007, 2692; 2009, 2043, 2852; 2013, 884; 2015, 2920; 2017, 2791)
Structure Nevada Revised Statutes
Chapter 88 - Uniform Limited Partnership Act
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 88.336 - Form required for filing of records.
NRS 88.338 - Filing of records written in language other than English.
NRS 88.340 - Partnership records: Microfilming; imaging; return.
NRS 88.345 - Right of partner to transact other business with partnership.
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 88.410 - Defaulting partnerships: Conditions and procedure for reinstatement.
NRS 88.420 - When person becomes limited partner; admission of additional limited partners.
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 88.470 - 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 88.495 - 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 88.535 - 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 88.550 - Events causing dissolution.
NRS 88.555 - Dissolution by decree of district court.
NRS 88.565 - Distribution of assets.
NRS 88.570 - Law governing organization, internal affairs and liability of limited partners.
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 88.5915 - 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 88.5935 - 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 88.595 - Cancellation of registration.
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 88.607 - Termination of registration.
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 88.609 - Name of foreign partnership.
NRS 88.610 - Authority of limited partner to bring action.
NRS 88.615 - Qualifications of plaintiff.
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 88.650 - Operation of domestic partnership in another jurisdiction.