NRS 88.540 Right of assignee to become limited partner; liability.
178 words·~1 min read·
/nv/chapter-88-uniform-limited-partnership-act/88-540·A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
NRS 88.540 Right of assignee to become limited partner; liability.
1. An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that:
(a)The assignor gives the assignee that right in accordance with authority described in the partnership agreement; or
(b)All other partners consent.
2. An assignee who has become a limited partner has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a limited partner under the partnership agreement and this chapter. An assignee who becomes a limited partner also is liable for the obligations of the assignor to make and return contributions as provided in NRS 88.490 to 88.525 , inclusive. However, the assignee is not obligated for liabilities unknown to the assignee at the time the assignee became a limited partner.
3. If an assignee of a partnership interest becomes a limited partner, the assignor is not released from his or her liability to the limited partnership under NRS 88.385 and 88.475 .