87A.235 - Formation of limited partnership; certificate of limited partnership. - Nevada Statutes

87A.235  Formation of limited partnership; certificate of limited partnership.

      1.  In order for a limited partnership to be formed, a certificate of limited partnership must be delivered to the Secretary of State for filing. The certificate must state:

      (a) The name of the limited partnership;

      (b) The information required pursuant to NRS 77.310;

      (c) The name and the street and mailing address of each general partner;

      (d) Any additional information required by chapter 92A of NRS; and

      (e) If the limited partnership is to be a restricted limited partnership, a statement to that effect.

      2.  A certificate of limited partnership may also contain any other matters but may not vary or otherwise affect the provisions specified in subsection 2 of NRS 87A.190 in a manner inconsistent with that section.

      3.  If there has been substantial compliance with subsection 1, a limited partnership is formed on the later of the filing of the certificate of limited partnership or a date specified in the certificate of limited partnership.

      4.  Subject to subsection 2, if any provision of a partnership agreement is inconsistent with the filed certificate of limited partnership or with a filed certificate of withdrawal, certificate of cancellation or statement of change or filed articles of conversion or merger:

      (a) The partnership agreement prevails as to partners and transferees; and

      (b) The filed certificate of limited partnership, certificate of withdrawal, certificate of cancellation or statement of change or articles of conversion or merger prevail as to persons, other than partners and transferees, that reasonably rely on the filed record to their detriment.

      (Added to NRS by 2007, 446; A 2009, 1704)