88.540 - Right of assignee to become limited partner; liability. - Nevada Statutes

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.

      (Added to NRS by 1985, 1290; A 1987, 76)

      NRS 88.545  Rights of estate of deceased or incompetent partner.  If a partner who is a natural person dies or a court of competent jurisdiction adjudges such a partner to be incompetent to manage his or her person or property, the partner’s executor, administrator, guardian, conservator or other legal representative may exercise all of the partner’s rights for the purpose of settling the partner’s estate or administering the partner’s property, including any power the partner had to give an assignee the right to become a limited partner. If a partner is a corporation, trust or other entity and is dissolved or terminated, the powers of that partner may be exercised by its legal representative or successor.

      (Added to NRS by 1985, 1291)