Nevada Partnership Types (4)
| Partnership Type | State Filing Requirement |
|---|---|
| General Partnership (GP) | Nevada does not require general partnerships to register however they must adhere to naming requirements:Nevada SilverFlume Business Entity Search |
| Limited Partnership (LP) | Formation of Limited Partnership (Filing Fee: $75.00) |
| Limited Liability Partnership (LLP) | Formation Limited Liability Partnership (Filing Fee: $75.00 |
| Limited Liability Limited Partnership (LLLP) | Formation of Limited Liability Limited Partnership (Filing Fee: $100.00) |
Fiduciary Duty
Duty of Loyalty:
- Partners have a formal responsibility to directly report every benefit, partnership opportunity, profit, or property “derived by the partner” during the conduct of the partnership’s business or the use of partnership property.[1]
- Partners maintain their partnership loyalty because they do not promote, represent, or work “on behalf of a party” that is interested in goals that prevent or harm the partnership’s well-being or goals. [2]
- All partners agree to “refrain” from competition with the business while conducting any business separate from the partnership. [3]
Duty of Care:
- Partners practice mindfulness in their affairs since their obligations require avoiding a “violation” of the law and intentional or unintentional misconduct. [4]
Partners consistently exercise “any rights” through the partnership with fairness and good faith, especially when representing the partnership during a transaction.[5]
Liability
General partners assume their partnership’s liability for “all obligations” jointly, but this liability is adjustable through legal actions, the law, or a claimant’s agreement.[6]
Partners who enter any “existing limited partnership” do not hold liability for actions, penalties, or liabilities incurred “before the person” enters the partnership.[7]
General partners only enjoy liability protections for damages that occur during the period the partnership is a “registered limited-liability limited partnership.”[8]
General partners are “subject to the restrictions” in a limited partnership as those explicitly assigned in a general partnership or similar business structure by state law.[9]
A general partner operates with the same “liabilities of a partner in a partnership” that is not an LP to other partners and third parties.[10]
A limited partnership shares in a general partner’s liability that results from a “wrongful act” while conducting a partnership’s normal business with the “authority of the limited partnership.”[11]
A limited partnership is responsible for a general partner’s misapplication of “money or property” received during the course of conducting the partnership’s business. [12]
State Definitions (4)
General partner means a specific person identified “as a general partner” in an LP (limited partnership) in the partnership agreement as well as “named in the certificate of limited partnership.” [13]
Limited partner means the person (such as an individual, a trust, or a corporation) is admitted into a partnership with the protections and restrictions of a limited partner under Nevada law.[14]
Limited partnership means a partnership consists of “one or more general partners” as well as at least one limited partner.[15]
Foreign limited partnership means an out-of-state partnership specifically “formed under the laws” of another jurisdiction.[16]
Sources
- NV Rev Stat § 87.4336(2)(a) (2023)
- NV Rev Stat § 87.4336(2)(b) (2023)
- NV Rev Stat § 87.4336(2)(c) (2023)
- NV Rev Stat § 87.4336(3) (2023)
- NV Rev Stat § 87.4336(4) (2023)
- NV Rev Stat § 87A.365(1) (2023)
- NV Rev Stat § 87A.365(2) (2023)
- NV Rev Stat § 87A.365(3) (2023)
- NV Rev Stat § 88.455(1) (2023)
- NV Rev Stat § 88.455(2) (2023)
- NV Rev Stat § 87A.360(1) (2023)
- NV Rev Stat § 87A.360(2) (2023)
- NV Rev Stat § 88.315(6) (2023)
- NV Rev Stat § 87A.055(1) (2023)
- NV Rev Stat § 87A.060 (2023)
- NV Rev Stat § 87A.040 (2023)