87A.465 - Liability to other persons of person withdrawn as general partner. - Nevada Statutes

87A.465  Liability to other persons of person withdrawn as general partner.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  A person that has withdrawn as a general partner but whose withdrawal did not result in a dissolution and winding up of the limited partnership’s activities is liable on a transaction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  By agreement with a creditor of a limited partnership and the limited partnership, a person withdrawn as a general partner may be released from liability for an obligation of the limited partnership.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  A person withdrawn as a general partner is released from liability for an obligation of the limited partnership if the limited partnership’s creditor, with notice of the person’s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)