NRS 88.435
Liability of person erroneously believing self to be limited partner.

1.

Except as provided in subsection 2, a person who makes a contribution to a business enterprise and erroneously but in good faith believes that the person has become a limited partner in the enterprise is not a general partner in the enterprise and is not bound by its obligations by reason of making the contribution, receiving distributions from the enterprise, or exercising any rights of a limited partner, if, on ascertaining the mistake, the person:

(a)

Causes an appropriate certificate of limited partnership or a certificate of amendment to be signed and filed; or

(b)

Withdraws from future equity participation in the enterprise by signing and filing in the Office of the Secretary of State a certificate declaring withdrawal under this section.

2.

A person who makes a contribution of the kind described in subsection 1 is liable as a general partner to any third party who transacts business with the enterprise:

(a)

Before the person withdraws and an appropriate certificate is filed to show withdrawal; or

(b)

Before an appropriate certificate is filed to show that the person is not a general partner,
Ê but in either case only if the third party actually believed in good faith that the person was a general partner at the time of the transaction.

Source: Section 88.435 — Liability of person erroneously believing self to be limited partner., https://www.­leg.­state.­nv.­us/NRS/NRS-088.­html#NRS088Sec435.

88.010
Short title. 88.315
Definitions. 88.317
Applicability. 88.318
Secretary of State authorized to adopt certain regulations to allow limited partnership to carry out powers and duties through most recent technology. 88.320
Name of partnership: Distinguishable name required 88.325
Name of partnership: Reservation 88.327
Name of partnership: Reinstatement or revival under old or new name 88.330
Registered agent required 88.332
Resignation of registered agent or termination of registration of commercial registered agent. 88.335
Records required to be maintained at principal office in State or with custodian of records 88.336
Form required for filing of records. 88.337
Procedure to submit replacement page to Secretary of State before actual filing of record. 88.338
Filing of records written in language other than English. 88.339
Correction of inaccurate or defective record filed with Secretary of State 88.340
Partnership records: Microfilming 88.342
Business which may be carried on 88.345
Right of partner to transact other business with partnership. 88.350
Filing requirements 88.352
Penalty for purporting to do business as limited partnership without filing certificate of limited partnership 88.355
Amendment and restatement of certificate of limited partnership. 88.360
Cancellation of certificate of limited partnership. 88.365
Authority of district court to order signing of certificate. 88.370
Notice imparted by filing certificate of limited partnership. 88.375
Manner in which certificates must be signed. 88.380
Filing and effectiveness of certificates or judicial decrees. 88.385
Liability for false statements in certificates. 88.390
Delivery of certificates to limited partners. 88.395
Annual list: Filing requirements 88.397
Additional filing requirements for certain partnerships: Criteria 88.400
Certificate of authorization to transact business 88.405
Defaulting partnerships: Duties of Secretary of State 88.410
Defaulting partnerships: Conditions and procedure for reinstatement. 88.413
Renewal or revival of certificate: Procedure 88.415
Fees. 88.420
When person becomes limited partner 88.425
Voting rights. 88.430
Liability to other persons 88.435
Liability of person erroneously believing self to be limited partner. 88.440
Right of limited partner to records and information of partnership. 88.445
Admission of additional general partners. 88.450
Events of withdrawal. 88.455
Rights, powers and liabilities. 88.460
Contributions to partnership by general partner. 88.465
Voting rights. 88.470
Form of partner’s contribution. 88.475
Liability of partner for contributions to partnership. 88.480
Sharing of profits and losses among partners. 88.485
Distribution of assets among partners. 88.490
Right of partner to receive distributions before withdrawal from or dissolution of partnership. 88.495
Withdrawal of general partner. 88.500
Withdrawal of limited partner. 88.505
Distribution upon withdrawal. 88.510
Distribution in kind. 88.515
Rights upon distribution. 88.520
Limitations on distribution. 88.522
Limitations on distributions applicable to restricted limited partnerships. 88.525
Liability upon return of contribution. 88.528
Nature of interest in partnership. 88.530
Assignments. 88.535
Rights and remedies of creditor of partner. 88.540
Right of assignee to become limited partner 88.545
Rights of estate of deceased or incapacitated partner. 88.548
Dissolution of limited partnership whose certificate has been revoked without additional fees and penalties 88.550
Events causing dissolution. 88.555
Dissolution by decree of district court. 88.560
Winding up. 88.565
Distribution of assets. 88.570
Law governing organization, internal affairs and liability of limited partners. 88.575
Filing requirements 88.580
Issuance of certificate of registration by Secretary of State. 88.585
Registration of name. 88.590
Amendments to application for registration. 88.591
Annual list: Filing requirements 88.592
Certificate of authorization to transact business. 88.593
Defaulting partnerships: Identification 88.594
Defaulting partnerships: Conditions and procedure for reinstatement. 88.595
Cancellation of registration. 88.597
Renewal of revival of right to transact business: Procedure 88.600
Penalty for transacting business without registration 88.602
Activities not constituting transaction of business. 88.603
Determination of whether solicitation is made or accepted. 88.605
Action by Attorney General to restrain transaction of business. 88.606
Filing requirements 88.607
Termination of registration. 88.608
Liability of partner for debt or liability of partnership. 88.609
Name of foreign partnership. 88.610
Authority of limited partner to bring action. 88.615
Qualifications of plaintiff. 88.620
Pleading. 88.625
Expenses. 88.630
Legislative intent. 88.640
Provisions for existing partnerships. 88.645
Act repealed. 88.650
Operation of domestic partnership in another jurisdiction. 88.3355
Statement to be maintained at principal place of business or with custodian of records 88.3357
Manner of storage of records 88.5915
Additional filing requirements for certain partnerships: Criteria 88.5925
Addresses of general partners required 88.5927
List or statement to be maintained at principal office in State or with custodian of records 88.5935
Defaulting partnerships: Duties of Secretary of State. 88.5945
Defaulting partnerships: Reinstatement or revival under old or new name 88.5947
Cancellation of revoked registration without additional fees and penalties 88.6062
Penalty for purporting to do business as registered limited-liability limited partnership without registration 88.6065
Name of partnership: Distinguishable name required 88.6067
List or statement to be maintained at principal office in State or with custodian of records 88.6075
Status of partnership and liability of partners not affected by errors in certain filed information. 88.6085
Liability of persons acting on behalf of partnership without authority. 88.6087
Penalty for purporting to transact business as foreign registered limited-liability limited partnership without registration
Last Updated

Feb. 5, 2021

§ 88.435’s source at nv​.us