Nevada Revised Statutes 88.606 – Filing requirements; required and optional provisions of certificate of registration; prohibition against registration for certain illegal purposes
1. To become a registered limited-liability limited partnership, a limited partnership shall file with the Secretary of State a certificate of registration stating each of the following:
Terms Used In Nevada Revised Statutes 88.606
- Certificate of limited partnership: means the certificate referred to in Nevada Revised Statutes 88.315
- Contribution: means any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in his or her capacity as a partner. See Nevada Revised Statutes 88.315
- General partner: means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner. See Nevada Revised Statutes 88.315
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Partnership agreement: means any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business. See Nevada Revised Statutes 88.315
- person: means a natural person, any form of business or social organization and any other nongovernmental legal entity including, but not limited to, a corporation, partnership, association, trust or unincorporated organization. See Nevada Revised Statutes 0.039
- Registered limited-liability limited partnership: means a limited partnership:
(a) Formed pursuant to an agreement governed by this chapter; and
(b) Registered pursuant to and complying with Nevada Revised Statutes 88.315
- State: means a state, territory or possession of the United States, the District of Columbia or the Commonwealth of Puerto Rico. See Nevada Revised Statutes 88.315
(a) The name of the limited partnership.
(b) The street address of its principal office.
(c) The information required pursuant to NRS 77.310.
(d) The name and business address of each organizer signing the certificate.
(e) The name and business address of each initial general partner.
(f) That the limited partnership thereafter will be a registered limited-liability limited partnership.
(g) Any other information that the limited partnership wishes to include.
2. The certificate of registration must be signed by the vote necessary to amend the partnership agreement or, in the case of a partnership agreement that expressly considers contribution obligations, the vote necessary to amend those provisions.
3. The Secretary of State shall register as a registered limited-liability limited partnership any limited partnership that submits a completed certificate of registration with the required fee.
4. Any person may register as a registered limited-liability limited partnership at the time of filing a certificate of limited partnership by filing a certificate of limited partnership and a certificate of registration of a limited-liability limited partnership with the Secretary of State and paying the fees required pursuant to subsections 1 and 2 of NRS 88.415.
5. The registration of a registered limited-liability limited partnership is effective at the time of the filing of the certificate of registration.
6. A person shall not register a registered limited-liability limited partnership for any illegal purpose or with the fraudulent intent to conceal any business activity, or lack thereof, from another person or a governmental agency.