Nevada Revised Statutes 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:
Attorney's Note
Under the Nevada Revised Statutes, punishments for crimes depend on the classification. In the case of this section:| Class | Prison | Fine |
|---|---|---|
| category C felony | 1 to 5 years | up to $10,000 |
Terms Used In Nevada Revised Statutes 88.395
- Certificate of limited partnership: means the certificate referred to in 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
- Partner: means a limited or 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.
- 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 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.