Nevada § 87A.313 - Renewal or revival of certificate: Procedure; fee; certificate as evidence; status of partnership

§ 87A.313. Renewal or revival of certificate: Procedure; fee; certificate as evidence; status of partnership

1. Except as otherwise provided in NRS 87A.200 and 87A.640 , a limited partnership which did exist or is existing under this chapter may, upon

complying with the provisions of NRS 87A.310 , procure a renewal or revival of its certificate of limited partnership for any period,

together with all the rights, franchises, privileges and immunities, and subject to

all its existing and preexisting debts, duties and liabilities secured or imposed

by its original certificate of limited partnership and amendments thereto, or existing

certificate of limited partnership, by filing: (a) A certificate with the Secretary of State, which must set forth: (1) The name of the limited partnership, which must be the name of the limited partnership

at the time of the renewal or revival, or its name at the time its original certificate

of limited partnership expired. (2) The information required pursuant to NRS 77.310 . (3) The date on which the renewal or revival of the certificate of limited partnership

is to commence or be effective, which may be, in cases of a revival, before the date

of the certificate. (4) Whether or not the renewal or revival is to be perpetual and, if not perpetual,

the time for which the renewal or revival is to continue. (5) That the limited partnership desiring to renew or revive its certificate of limited

partnership is, or has been, organized and carrying on the business authorized by

its existing or original certificate of limited partnership and amendments thereto,

and desires to renew or continue through revival its existence pursuant to and subject

to the provisions of this chapter. (b) A list of its general partners, or the equivalent thereof, and their addresses,

either residence or business. (c) A declaration under penalty of perjury, on a form provided by the Secretary of

State, that the renewal or revival is authorized by a court of competent jurisdiction

in this State or by the general partners of the limited partnership. 2. A limited partnership whose certificate of limited partnership has not expired

and is being renewed shall cause the certificate to be signed by a general partner

of the limited partnership. The certificate of renewal must be approved by a majority of the general partners. 3. A limited partnership seeking to revive its original or amended certificate of

limited partnership shall cause the certificate of revival to be signed by a person

or persons designated or appointed by the general partners of the limited partnership. The signing and filing of the certificate of revival must be approved by the written

consent of the general partners of the limited partnership holding at least a majority

of the voting power and must contain a recital that this consent was secured. The limited partnership shall pay to the Secretary of State the fee required to

form a new limited partnership pursuant to the provisions of this chapter. 4. The filed certificate of renewal or revival, or a copy thereof which has been certified

under the hand and seal of the Secretary of State, must be received in all courts

and places as prima facie evidence of the facts therein stated and of the qualification

to do business in this State of the limited partnership named therein. 5. Except as otherwise provided in NRS 87A.185 , a renewal or revival pursuant to this section relates back to the date on which

the limited partnership's certificate of limited partnership expired or was revoked

and renews or revives the limited partnership's certificate of limited partnership

and right to transact business as if such right had at all times remained in full

force. 6. A limited partnership that has revived or renewed its certificate of limited partnership

pursuant to the provisions of this section: (a) Is a limited partnership and continues to be a limited partnership for the time

stated in the certificate of revival or renewal; (b) Possesses the rights, privileges and immunities conferred by the original certificate

of limited partnership and by this chapter; and (c) Is subject to the restrictions and liabilities set forth in this chapter.