88.6087 - Penalty for purporting to transact business as foreign registered limited-liability limited partnership without registration; enforcement; regulations. - Nevada Statutes

88.6087  Penalty for purporting to transact business as foreign registered limited-liability limited partnership without registration; enforcement; regulations.

      1.  Every limited-liability limited partnership, formed pursuant to an agreement governed by the laws of another state, which is purporting to transact business in this State as a foreign registered limited-liability limited partnership and which willfully fails or neglects to register with the Secretary of State in accordance with the provisions of NRS 87A.540 or 88.575 is subject to a fine of not less than $1,000 but not more than $10,000, to be recovered in a court of competent jurisdiction.

      2.  Every limited-liability limited partnership, formed pursuant to an agreement governed by the laws of another state, which is purporting to transact business in this State as a foreign registered limited-liability limited partnership and which fails or neglects to register with the Secretary of State in accordance with the provisions of NRS 87A.540 or 88.575 may not commence or maintain any action, suit or proceeding in any court of this State until it has registered in this State.

      3.  The failure of a limited-liability limited partnership, formed pursuant to an agreement governed by the laws of another state and purporting to do business in this State as a foreign registered limited-liability limited partnership, to register with the Secretary of State in accordance with the provisions of NRS 87A.540 or 88.575 does not impair the validity of any contract or act of the limited-liability limited partnership or prevent the limited-liability limited partnership from defending any action, suit or proceeding in any court of this State.

      4.  When the Secretary of State is advised that a limited-liability limited partnership, formed pursuant to an agreement governed by the laws of another state, is subject to the fine described in subsection 1, the Secretary of State may, as soon as practicable, instruct the district attorney of the county where the limited-liability limited partnership has its principal place of business or the Attorney General, or both, to institute proceedings to recover the fine. If the district attorney or the Attorney General prevails in a proceeding to recover the fine described in subsection 1, the district attorney or the Attorney General is entitled to recover the costs of the proceeding, including, without limitation, the cost of any investigation and reasonable attorney’s fees.

      5.  A limited partner of a limited-liability limited partnership, formed pursuant to an agreement governed by the laws of another state, is not liable as a general partner of the limited-liability limited partnership solely by reason of having transacted business in this State without registration.

      6.  A limited-liability limited partnership, formed pursuant to an agreement governed by the laws of another state, by transacting business in this State without registering with the Secretary of State in accordance with the provisions of NRS 87A.540 or 88.575, appoints the Secretary of State as its agent for service of process with respect to causes of action arising out of the transaction of business in this State.

      7.  The Secretary of State may adopt regulations to administer the provisions of this section.

      (Added to NRS by 2009, 1708)

      NRS 88.609  Name of foreign partnership.  The name of a foreign registered limited-liability limited partnership that is doing business in this State must contain the words “Limited-Liability Limited Partnership” or “Registered Limited-Liability Limited Partnership” or the abbreviations “L.L.L.P.” or “LLLP,” or such other words or abbreviations as may be required or authorized by the laws of the other jurisdiction, as the last words or letters of the name.

      (Added to NRS by 2003, 20th Special Session, 87)