Nev. Rev. Stat. » NRS: CHAPTER 87A - UNIFORM LIMITED PARTNERSHIP ACT (2001)
Nevada Revised Statutes

Nev. Rev. Stat. § 87A.465 (2026)

Liability to other persons of person withdrawn as general partner

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NRS 87A.465  Liability to other persons of person withdrawn as general partner.

      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  A person that has withdrawn as a general partner but whose withdrawal did not result in a dissolution and winding up of the limited partnership’s activities is liable on a transaction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  By agreement with a creditor of a limited partnership and the limited partnership, a person withdrawn as a general partner may be released from liability for an obligation of the limited partnership.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  A person withdrawn as a general partner is released from liability for an obligation of the limited partnership if the limited partnership’s creditor, with notice of the person’s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.

      (Added to NRS by 2007, 466)

TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS

     

Notes of Decisions
Cited in 1 case, 2019–2019 · leading case: S. California Sunbelt Developers, Inc. v. Donald B. Grammer Colchester Mgmt. Servs., LLC, No. 03-19-00192-CV (Tex. App.—Austin Dec. 31, 2019).
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S. California Sunbelt Developers, Inc. v. Donald B. Grammer Colchester Mgmt. Servs., LLC, No. 03-19-00192-CV (Tex. App.—Austin Dec. 31, 2019). “rship’s assets are insufficient to satisfy all of its obligations under subsection 1, with respect to each unsatisfied obligation incurred when the limited partnership was not a limited-liability limited partnership, 10 the following rules apply: (a) Each person that was a…”
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