§ 87A.455 — Effect of withdrawal as general partner

1. Upon a person’s withdrawal as a general partner:
(a) The person’s right to participate as a general partner in the management and conduct of the partnership’s activities terminates;
(b) The person’s duty of loyalty as a general partner under paragraph (c) of subsection 2 of NRS 87A.385 terminates;
(c) The person’s duty of loyalty as a general partner under paragraphs (a) and (b) of subsection 2 of NRS 87A.385 and duty of care under subsection 3 of NRS 87A.385 continue only with regard to matters arising and events occurring before the person’s withdrawal as a general partner;
(d) The person may sign and deliver to the Secretary of State for filing a certificate of withdrawal pertaining to the person and, at the request of the limited partnership, shall sign an amendment to the certificate of limited partnership which states that the person has withdrawn; and
(e) Subject to NRS 87A.485 and the provisions of chapter 92A of NRS, any transferable interest owned by the person immediately before withdrawal in the person’s capacity as a general partner is owned by the person as a mere transferee.
2. A person’s withdrawal as a general partner does not of itself discharge the person from any obligation to the limited partnership or the other partners which the person incurred while a general partner.

Legislative History

(Added to NRS by 2007, 465 )