Domestic Limited Partnership Formation Filing in Nevada

At a glance

Requirements one by one

Agreement and certificate

Nevada recognizes a valid written or oral partnership agreement. It uses the agreement to define admission as a general or limited partner. Formation requires all organizers to sign and the Secretary to file a substantially compliant certificate. The certificate identifies both the organizers and the initial general partners; they need not be the same people.

Name, agent, and records office

An ordinary LP name uses “Limited Partnership,” “LP,” or “L.P.” A limited partner's name generally cannot appear unless it is also a general partner's name or the business already used it before that limited partner joined. If a proposed name conflicts, § 88.320 allows an accompanying written, acknowledged consent from the name holder. The LP continuously maintains a Nevada registered agent and either an in-state principal records office or an identified custodian of records. The agent appointment comes with the agent's certificate of acceptance.

Fees and filing effect

The certificate costs $75. Nevada also requires an initial list of general partners, signed by a general partner or authorized signer, with a declaration under penalty of perjury and a $150 fee. It is due when the certificate is filed unless the Secretary allows an alternative initial due date. Filing the substantially compliant certificate forms the LP. The filed certificate gives notice only of LP status and each person designated as a general partner.

What trips people up

The certificate's restricted-LP statement under § 88.350(1)(f) is a different choice from limited-liability limited-partnership registration. An LLLP must submit its own registration certificate; § 88.606(4) permits simultaneous LP and LLLP filings with both fees. After the Secretary returns the certificate marked “Filed,” the general partners must promptly send a copy to each limited partner unless the agreement provides otherwise.

Common questions

Can an attorney in fact sign for an organizer? Yes. Section 88.375(2) permits that; its special descriptive power-of-attorney requirement applies to a certificate concerning admission of a general partner.

Is the agent's name enough? No. Section 77.310(2) also requires a certificate accepting the appointment.

Does filing give public notice of every certificate fact? No. Section 88.370 limits notice to LP and designated general-partner status.

Statutes and sources

The official NRS Chapter 88 and NRS Chapter 77, each stamped revised April 15, 2026, were checked September 23, 2026.

• Nev. Rev. Stat. § 88.315(6), (8), (10): ““General partner” means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner. “Limited partnership” and “domestic limited partnership” mean a partnership formed by two or more persons under the laws of this State and having one or more general partners and one or more limited partners, including a restricted limited partnership. “Partnership agreement” means any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business.” (official text; accessed September 23, 2026).

• Nev. Rev. Stat. § 88.320(1)(a)-(c): “The name proposed for a limited partnership as set forth in its certificate of limited partnership: (a) Must contain the words “Limited Partnership,” or the abbreviation “LP” or “L.P.”; (b) May not contain the name of a limited partner unless: (1) It is also the name of a general partner or the corporate name of a corporate general partner; or (2) The business of the limited partnership had been carried on under that name before the admission of that limited partner; and (c) Must be distinguishable on the records of the Secretary of State from the names of all other artificial persons formed, organized, registered or qualified pursuant to the provisions of this title that are on file in the Office of the Secretary of State and all names that are reserved in the Office of the Secretary of State pursuant to the provisions of this title. If the name on the certificate of limited partnership submitted to the Secretary of State is not distinguishable from any name on file or reserved name, the Secretary of State shall return the certificate to the filer, unless the written, acknowledged consent to the use of the same or the requested similar name of the holder of the name on file or reserved name accompanies the certificate of limited partnership.” (official text; accessed September 23, 2026).

• Nev. Rev. Stat. § 88.330(1): “Each limited partnership shall continuously maintain: (a) A principal office in this State, which may but need not be a place of its business in this State, or a custodian of records whose name and street address is available at the limited partnership’s registered office, at which must be kept the records required by NRS 88.335 to be maintained; and (b) A registered agent.” (official text; accessed September 23, 2026).

• Nev. Rev. Stat. § 88.350(1)-(2): “In order to form a limited partnership, a certificate of limited partnership must be signed and filed in the Office of the Secretary of State. The certificate must set forth: (a) The name of the limited partnership; (b) The information required pursuant to NRS 77.310; (c) The name and business address of each organizer executing the certificate; (d) The name and business address of each initial general partner; (e) The latest date upon which the limited partnership is to dissolve; (f) If the limited partnership is to be a restricted limited partnership, a statement to that effect; and (g) Any other matters the organizers determine to include therein. A limited partnership is formed at the time of the filing of the certificate of limited partnership in the Office of the Secretary of State if there has been substantial compliance with the requirements of this section.” (official text; accessed September 23, 2026).

• Nev. Rev. Stat. § 77.310(1)-(2): “A registered agent filing must state: (a) The name of the represented entity’s commercial registered agent; or (b) If the entity does not have a commercial registered agent: (1) The name and address of the entity’s noncommercial registered agent; or (2) The title of an office or other position with the entity if service of process is to be sent to the person holding that office or position, and the address of the business office of that person. The appointment of a registered agent pursuant to paragraph (a) or (b) of subsection 1 must be accompanied by a certificate of acceptance of the appointment by the registered agent.” (official text; accessed September 23, 2026).

• Nev. Rev. Stat. § 88.375(1)(a), (2)-(3): “An original certificate of limited partnership must be signed by all organizers. Any person may sign a certificate by an attorney-in-fact, but a power of attorney to sign a certificate relating to the admission of a general partner must specifically describe the admission. The signing of a certificate by a general partner constitutes an affirmation under the penalties of perjury that the facts stated therein are true.” (official text; accessed September 23, 2026).

• Nev. Rev. Stat. § 88.380(1): “A signed copy of the certificate of limited partnership and of any certificates of amendment or cancellation or of any judicial decree of amendment or cancellation must be delivered to the Secretary of State. A person who signs a certificate as an agent or fiduciary need not exhibit evidence of his or her authority as a prerequisite to filing. Unless the Secretary of State finds that any certificate does not conform to law, upon receipt of all filing fees required by law the Secretary of State shall file the certificate.” (official text; accessed September 23, 2026).

• Nev. Rev. Stat. § 88.370: “The fact that a certificate of limited partnership is on file in the Office of the Secretary of State is notice that the partnership is a limited partnership and that a person designated as a general partner is a general partner, but it is not notice of any other fact.” (official text; accessed September 23, 2026).

• Nev. Rev. Stat. § 88.390: “Upon the return by the Secretary of State pursuant to NRS 88.380 of a certificate marked “Filed,” the general partners shall promptly deliver or mail a copy of the certificate of limited partnership and each certificate of amendment or cancellation to each limited partner unless the partnership agreement provides otherwise.” (official text; accessed September 23, 2026).

• Nev. Rev. Stat. § 88.395(1)-(4), (12): “A limited partnership shall, at the time of the filing of its certificate of limited partnership with the Secretary of State, or, if the limited partnership has selected an alternative due date pursuant to subsection 12, on or before that alternative due date, and annually thereafter on or before the last day of the month in which the anniversary date of the filing of its certificate of limited partnership occurs, or, if applicable, on or before the last day of the month in which the anniversary date of the alternative due date occurs in each year, file with the Secretary of State, on a form furnished by the Secretary of State, a list that contains: (a) The name of the limited partnership; (b) The file number of the limited partnership, if known; (c) The names of all of its general partners; (d) The address, either residence or business, of each general partner; and (e) The signature of a general partner of the limited partnership, or some other person specifically authorized by the limited partnership to sign the list, certifying that the list is true, complete and accurate. Each list filed pursuant to subsection 1 must be accompanied by a declaration under penalty of perjury that: (a) The limited partnership has complied with the provisions of chapter 76 of NRS; (b) The limited partnership acknowledges that pursuant to NRS 239.330, it is a category C felony to knowingly offer any false or forged instrument for filing in the Office of the Secretary of State; and (c) None of the general partners identified in the list has been identified in the list with the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of a general partner in furtherance of any unlawful conduct. Except as otherwise provided in subsection 4, a limited partnership shall, upon filing: (a) The initial list required by subsection 1, pay to the Secretary of State a fee of $150. The Secretary of State may allow a limited partnership to select an alternative due date for filing the initial list required by subsection 1.” (official text; accessed September 23, 2026).

• Nev. Rev. Stat. § 88.415(1)-(2): “For filing a certificate of limited partnership, or for registering a foreign limited partnership, $75. For filing a certificate of registration of limited-liability limited partnership, or for registering a foreign registered limited-liability limited partnership, $100.” (official text; accessed September 23, 2026).

• Nev. Rev. Stat. § 88.606(1), (4)-(5): “To become a registered limited-liability limited partnership, a limited partnership shall file with the Secretary of State a certificate of registration stating each of the following: (a) The name of the limited partnership. (b) The street address of its principal office. (c) The information required pursuant to NRS 77.310. (d) The name and business address of each organizer signing the certificate. (e) The name and business address of each initial general partner. (f) That the limited partnership thereafter will be a registered limited-liability limited partnership. Any person may register as a registered limited-liability limited partnership at the time of filing a certificate of limited partnership by filing a certificate of limited partnership and a certificate of registration of a limited-liability limited partnership with the Secretary of State and paying the fees required pursuant to subsections 1 and 2 of NRS 88.415. The registration of a registered limited-liability limited partnership is effective at the time of the filing of the certificate of registration.” (official text; accessed September 23, 2026).