Nevada Revised Statutes 88.608 – Liability of partner for debt or liability of partnership
1. Unless otherwise provided by the certificate of limited partnership or partnership agreement, a partner of a registered limited-liability limited partnership is not personally liable for a debt or liability of the registered limited-liability limited partnership unless the trier of fact determines that adherence to the fiction of a separate entity would sanction fraud or promote a manifest injustice.
Terms Used In Nevada Revised Statutes 88.608
- Fraud: Intentional deception resulting in injury to another.
- Partner: means a limited or general partner. See Nevada Revised Statutes 88.315
- 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.
- 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. See Nevada Revised Statutes 88.315
- Registered limited-liability limited partnership: means a limited partnership:
(a) Formed pursuant to an agreement governed by this chapter; and
(b) Registered pursuant to and complying with Nevada Revised Statutes 88.315
2. For purposes of this section, the failure of a registered limited-liability limited partnership to observe the formalities or requirements relating to the management of the registered limited-liability limited partnership, in and of itself, is not sufficient to establish grounds for imposing personal liability on a partner for a debt or liability of the registered limited-liability limited partnership.