NRS 87A.465 Liability to other persons of person withdrawn as general partner.

302 words·~1 min read·/nv/chapter-87a-uniform-limited-partnership-act-2001/87a-465·

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

1. A person’s withdrawal as a general partner does not of itself discharge the person’s liability as a general partner for an obligation of the limited partnership incurred before withdrawal. Except as otherwise provided in subsections 2 and 3, the person is not liable for a limited partnership’s obligation incurred after withdrawal.

2. A person whose withdrawal as a general partner resulted in a dissolution and winding up of the limited partnership’s activities is liable to the same extent as a general partner under NRS 87A.365 on an obligation incurred by the limited partnership under NRS 87A.505 .

3. A person that has withdrawn as a general partner but whose withdrawal did not result in a dissolution and winding up of the limited partnership’s activities is liable on a transaction entered into by the limited partnership after the withdrawal only if:

(a)A general partner would be liable on the transaction; and

(b)At the time the other party enters into the transaction:

(1)Less than 2 years has passed since the withdrawal; and

(2)The other party does not have notice of the withdrawal and reasonably believes that the person is a general partner.

4. By agreement with a creditor of a limited partnership and the limited partnership, a person withdrawn as a general partner may be released from liability for an obligation of the limited partnership.

5. A person withdrawn as a general partner is released from liability for an obligation of the limited partnership if the limited partnership’s creditor, with notice of the person’s withdrawal as a general partner but without the person’s consent, agrees to a material alteration in the nature or time of payment of the obligation.

TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS