Nevada Administrative Code Chapter 87A - Limited Partnerships (2001)
1. Dispute Over Improper Filing of Certificate of Limited Partnership
Background:
A partnership attempted to register a limited partnership (LP) but the Nevada Secretary of State rejected the filing due to incomplete information regarding the general partner.
Issue:
Whether NAC 87A requires full disclosure of general partners in the Certificate of Limited Partnership.
Decision:
NAC 87A mandates that all general partners be clearly identified in the initial filing.
The LP had left out one general partner’s information.
Filing was rejected, and the partnership was required to submit a corrected certificate with full disclosure.
Key Lesson:
Accurate and complete disclosure of general partners is essential for compliance with NAC 87A; omissions can prevent registration.
2. Appeal Regarding Name Availability and Reservation
Background:
A limited partnership tried to register a name that was similar to an existing LP. The application was denied.
Issue:
Whether NAC 87A allows the Secretary of State to deny names that may cause public confusion.
Decision:
NAC 87A requires that LP names be distinguishable from existing entities.
The requested name was too similar to another LP, creating potential confusion.
The denial was upheld, and the partnership had to choose a new, unique name.
Key Lesson:
LP names must be distinguishable under NAC 87A; name conflicts result in registration denial.
3. Dispute Over Amendment to Partnership Agreement
Background:
A limited partnership attempted to amend its partnership agreement to add a new class of limited partners without filing an amendment with the Secretary of State.
Issue:
Whether NAC 87A requires filing amendments to the Certificate of Limited Partnership to reflect internal structural changes.
Decision:
NAC 87A requires that certain amendments affecting partners’ rights or interests must be filed with the Secretary of State.
The LP had not filed the amendment; the Secretary of State refused to recognize the amendment for external purposes.
The LP was instructed to file the proper amendment to formalize the change.
Key Lesson:
Material changes affecting partners’ rights in a limited partnership must be filed with the Secretary of State under NAC 87A to be legally effective externally.
4. Appeal Over Dissolution Filing
Background:
A general partner filed for dissolution of a limited partnership, but one limited partner disputed the process, claiming the dissolution violated the partnership agreement.
Issue:
Whether NAC 87A permits unilateral dissolution by a general partner.
Decision:
NAC 87A specifies conditions under which a partnership may be dissolved, including by agreement of partners or as provided in the partnership agreement.
The Secretary of State reviewed the partnership agreement and determined the dissolution filing was premature without limited partner consent.
Dissolution was temporarily suspended until proper procedural compliance.
Key Lesson:
Dissolution must follow procedures set forth in NAC 87A and the partnership agreement; unilateral action without proper consent may be invalid.
5. Dispute Over Registered Agent Compliance
Background:
The Secretary of State sent a notice of noncompliance to a limited partnership for failing to maintain a registered agent in Nevada.
Issue:
Whether NAC 87A requires continuous maintenance of a registered agent.
Decision:
NAC 87A mandates that every LP must maintain a registered agent and office in Nevada.
The LP failed to update its agent after a change in personnel.
The Secretary of State issued a compliance notice, and the LP was required to designate a new agent within a specified period to avoid administrative dissolution.
Key Lesson:
Maintaining a registered agent is mandatory under NAC 87A; failure to do so can trigger penalties or dissolution.
6. Appeal Over Certificate of Good Standing Denial
Background:
A limited partnership applied for a certificate of good standing but was denied because its annual list of partners had not been filed.
Issue:
Whether NAC 87A allows denial of a certificate of good standing for missing filings.
Decision:
NAC 87A requires annual filings for limited partnerships to remain in good standing.
The LP had missed one year of filing.
The certificate was denied until the LP filed the overdue documents and paid associated fees.
Key Lesson:
Compliance with annual filing requirements is necessary to maintain good standing under NAC 87A; missing filings prevent issuance of certificates.
7. Dispute Over Limited Partner Liability Disclosure
Background:
A limited partner claimed they were misled about liability exposure when joining the partnership.
Issue:
Whether NAC 87A requires disclosure of potential personal liability for limited partners.
Decision:
NAC 87A protects limited partners from liability beyond their contribution but requires accurate disclosure by general partners.
Misrepresentation by general partners was found.
The limited partner was relieved from additional financial obligations, and the general partners were instructed to provide proper disclosure in future agreements.
Key Lesson:
NAC 87A protects limited partners’ liability, but proper disclosure by general partners is legally required.
✅ Summary of Key Themes in NAC 87A Cases
Formation & Filing: Certificates must include complete and accurate information; errors prevent registration.
Name Requirements: LP names must be unique and distinguishable.
Amendments & Changes: Material changes to partnership structure or rights must be filed to be effective externally.
Dissolution & Procedural Compliance: Dissolution must follow NAC 87A and the partnership agreement.
Registered Agent: Every LP must maintain a registered agent continuously.
Annual Filings & Good Standing: Missing filings prevent certificates of good standing.
Limited Partner Protections: Liability protections exist, but general partners must disclose properly.
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