Nevada § 87A.652 - Penalty for purporting to transact business as foreign registered limited-liability limited partnership without registration; enforcement; regulations

§ 87A.652. 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,

refer the matter to the district attorney of the county where the limited-liability

limited partnership has its principal place of business or the Attorney General, or

both, for a determination of whether to institute proceedings to recover the fine. The district attorney of the county where the limited-liability limited partnership

has its principal place of business or the Attorney General may institute and prosecute

the appropriate 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. In the course of an investigation of a violation of this section, the Secretary

of State may require a limited-liability limited partnership, formed pursuant to an

agreement governed by the laws of another state, to answer any interrogatory submitted

by the Secretary of State that will assist in the investigation. 6. 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. 7. 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. 8. The Secretary of State may adopt regulations to administer the provisions of this

section.