Nev. Rev. Stat. § 88.435
This is the official text of Nev. Rev. Stat. § 88.435, part of Nevada’s Rev. Stat — part of the compiled statutory law of Nevada, published by the state as "Rev. Stat." Browse the sections below, each linked to its official government source.
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Liability of person erroneously believing self to be limited partner
Official statutory text
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, 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.
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, 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.
Status: in_force · Read it on the official government site
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