FAQ · Straight answers to the questions Nevada LP owners ask most.
Nevada Limited Partnership FAQ
Straight answers to the questions people actually ask when forming and running a limited partnership in Nevada — how the two partner classes work, what the state requires up front and each year, and where the common pitfalls hide.
One price: $199.00/yr covers your formation, your registered agent, and your annual report, plus the $75.00 state filing fee, at cost.
State agency: Nevada Secretary of State
Annual report due: Anniversary of formation · Processing: 1 business day
✓ No hidden fees ✓ No second-year price hikes ✓ No missed filings
State facts
Nevada LP
Formation Basics
What document creates a Nevada limited partnership?
The Certificate of Limited Partnership, filed with the Nevada Secretary of State, is what brings the LP into legal existence. It names the partnership, its registered agent and Nevada street address, and each general partner. You file it online through SilverFlume at nvsilverflume.gov, and it typically processes in about one business day.
Who has to be named in the certificate?
The general partners — the people or entities with management authority and personal liability — are named in the public certificate. Limited partners generally are not. Their identities and economic interests are documented privately in the partnership agreement, which never gets filed with the state.
Is a limited partnership the same as an LLC?
No. In an LLC, every member can have limited liability. In an LP, at least one general partner is always personally liable for the partnership's debts, while limited partners are shielded as long as they stay passive. If you want everyone protected, an LLC or a structure where an entity serves as the general partner may fit better — that's a decision to make with an advisor.
Do I have to live in Nevada to form an LP there?
No. Nevada has no residency requirement for general or limited partners. The sole tie to the state comes from the registered agent, who has to hold a physical Nevada street address. A commercial agent satisfies that without any partner living in the state.
The Two Partner Classes
What's the difference between general and limited partners?
General partners run the business, make decisions, and are personally liable for what the partnership owes. Limited partners contribute capital, share in profits and losses, and are protected from liability beyond their investment — but only while they stay out of management. The active-versus-passive split is the whole reason the LP form exists.
Can a limited partner lose their liability protection?
Yes. If a limited partner starts running the business — directing operations, signing contracts, making the calls that belong to the general partner — Nevada law can treat them as a general partner for liability purposes. Chapter 88 sets out "safe harbor" activities a limited partner may do without crossing that line, such as voting on major matters or consulting with the general partner. Knowing where the boundary is keeps the shield intact.
Can a company be the general partner?
Yes, and it's common. Because the general partner carries unlimited personal liability, many Nevada LPs name an LLC or corporation as the general partner so no individual is exposed. It's a deliberate structuring choice with liability and tax consequences, worth discussing with an attorney or CPA before you file.
How many partners does a Nevada LP need?
At least one general partner and at least one limited partner. A single person can't hold both roles in a way that creates a valid LP — the form is built around the split between management and investment, so you need distinct parties filling the two classes.
Agents, Names, and Compliance
Does my Nevada LP need a registered agent?
Yes, at all times. The agent must have a physical Nevada street address and be available during business hours to receive service of process and state notices. You can serve yourself, name another Nevada resident, or use a commercial service. A P.O. box never qualifies.
What are the naming rules?
The name must include a limited partnership identifier — "Limited Partnership," "LP," or "L.P." — and be distinguishable from every other entity on file with the Secretary of State. Restricted words tied to banking, insurance, or trust services need regulator approval. Check availability on the Nevada business entity search before filing.
What does Nevada require each year?
Every Nevada LP files an Annual List of general partners and renews its State Business License, both due by the last day of the anniversary month of formation. Miss the deadline and penalties accrue; leave it long enough and the state can revoke the partnership's good standing. The Annual List isn't a financial disclosure — you're confirming the general partners and the agent.
Where do I register a DBA?
At the county level, not with the Secretary of State. Nevada handles fictitious firm names through the county clerk in each county where the LP does business under a name other than its legal one. This surprises people who assume DBAs are a single statewide filing.
Taxes, Costs, and Getting Out
Does Nevada tax limited partnership income?
Nevada has no personal or corporate state income tax, so partnership income isn't taxed at the state level the way it is elsewhere. Federally, the LP files a partnership return (Form 1065) and passes income through to the partners via Schedule K-1. Some businesses owe Nevada's Commerce Tax once gross revenue crosses a threshold, and every entity carries a State Business License.
What does it cost to form and maintain a Nevada LP?
Formation involves the state fee for the Certificate of Limited Partnership plus the Initial List of general partners and the State Business License. Each year, the Annual List and business license renewal recur. Rather than quote figures that change, our costs page and the receipt card there show the current all-in amounts.
How do I close a Nevada LP?
You dissolve it — wind up the business, settle debts, distribute what's left to the partners under the agreement, and file the appropriate dissolution or cancellation with the Secretary of State so the state stops expecting annual filings. Our dissolution guide walks through the sequence. Simply abandoning the LP without filing keeps the annual obligations and penalties running.
Can Mainstay Filing handle all of this?
Yes. We form the LP, file the Initial List, arrange the business license, provide registered agent service, and track your annual renewals. We're a filing service, not a law firm — we don't give legal or tax advice or structure the deal between your partners, but we make sure the state-facing paperwork is right and on time.
Frequently asked questions
How long does it take to form a Nevada LP?
Online filings through SilverFlume generally process in about one business day, which is fast compared with many states. Once processed, the Certificate of Limited Partnership is on record and the partnership legally exists.
Do limited partners appear in public records?
Generally no. The public Certificate of Limited Partnership names the general partners, not the limited partners. Limited partners' identities and economic interests live in the private partnership agreement, which is never filed with the state.
What is the anniversary-month deadline?
It's the deadline for your Annual List of general partners and State Business License renewal — the last day of the month in which the LP was originally formed. A partnership created in March renews by the end of March each year. It's the deadline most likely to catch Nevada entities off guard, so calendar it at formation.
Is a partnership agreement required in Nevada?
Nevada doesn't require you to file one, but you should have one. It sets capital contributions, profit and loss allocation, the general partner's authority, and the limits that keep limited partners passive and protected. Without it, Chapter 88's statutory defaults govern by law, and they rarely match what the partners intended.
Can I convert my LP to an LLC later?
Nevada law provides mechanisms for entities to convert between forms, but whether and how to do it depends on your specific situation and tax picture. It's a genuine legal and accounting decision, not a routine filing — talk to an attorney and a CPA before starting a conversion.
Ready to form your Nevada LP?
Formation, your registered agent, and your annual report. One price, $199.00/yr, with the state fee passed through at cost.
Form Your Nevada LP ($199.00/yr All-In)