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Liability to other persons of person withdrawn as general partner.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A person that has withdrawn as a general partner but whose withdrawal did not result in a dissolution and winding up of the limited partnership’s activities is liable on a transaction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By agreement with a creditor of a limited partnership and the limited partnership, a person withdrawn as a general partner may be released from liability for an obligation of the limited partnership.5.
A person withdrawn as a general partner is released from liability for an obligation of the limited partnership if the limited partnership’s creditor, with notice of the person’s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.
Source:
Section 87A.465 — Liability to other persons of person withdrawn as general partner., https://www.leg.state.nv.us/NRS/NRS-87A.html#NRS87ASec465 (accessed May 26, 2025).