Nevada Revised Statutes 87A.460 – Power to bind and liability to limited partnership before dissolution of partnership of person withdrawn as general partner
1. After a person is withdrawn as a general partner and before the limited partnership is dissolved, converted under chapter 92A of NRS or merged out of existence under chapter 92A of NRS, the limited partnership is bound by an act of the person only if:
Terms Used In Nevada Revised Statutes 87A.460
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- person: means a natural person, any form of business or social organization and any other nongovernmental legal entity including, but not limited to, a corporation, partnership, association, trust or unincorporated organization. See Nevada Revised Statutes 0.039
(a) The act would have bound the limited partnership under NRS 87A.355 before the withdrawal; 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.
2. If a limited partnership is bound under subsection 1, the person withdrawn as a general partner which caused the limited partnership to be bound is liable:
(a) To the limited partnership for any damage caused to the limited partnership arising from the obligation incurred under subsection 1; and
(b) If a general partner or another person withdrawn as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability.