Nevada Partnership Agreement

Nevada partnership agreements promote a partnership’s organization, efficiency, operations, and partner relations. It contains the agreed-upon provisions that partners use to define their roles and obligations as well as the structure of their for-profit partnership.

Last updated January 3rd, 2025

Nevada partnership agreements promote a partnership’s organization, efficiency, operations, and partner relations. It contains the agreed-upon provisions that partners use to define their roles and obligations as well as the structure of their for-profit partnership.

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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 “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 same 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 (5)

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 “formed specifically” and the laws of another jurisdiction.[16]
Foreign registered limited-liability limited partnership means a limited liability limited partnership formed “by the laws of another state” and operates outside of Nevada accordingly.[17]