Except as approved by the specific written consent of all partners at the time, a person ceases to be a general partner of a limited partnership upon the happening of any of the following events:
1. The general partner withdraws from the limited partnership as provided in NRS 88.495;
2. The general partner ceases to be a member of the limited partnership as provided in NRS 88.530;
3. The general partner is removed as a general partner in accordance with the partnership agreement;
4. Unless otherwise provided in writing in the partnership agreement, the general partner:
(a) Makes an assignment for the benefit of creditors;
(b) Files a voluntary petition in bankruptcy;
(c) Is adjudicated a bankrupt or insolvent;
(d) Files a petition or answer seeking for the general partner any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation;
(e) Files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the general partner in any proceeding of this nature; or
(f) Seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the general partner or of all or any substantial part of the general partner’s properties;
5. Unless otherwise provided in writing in the partnership agreement, 120 days after the commencement of any proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, the proceeding has not been dismissed, or if within 90 days after the appointment without the general partner’s consent or acquiescence of a trustee, receiver or liquidator of the general partner or of all or any substantial part of the general partner’s properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated;
6. In the case of a general partner who is a natural person:
(a) The general partner’s death; or
(b) The entry by a court of competent jurisdiction adjudicating the general partner to be incapacitated;
7. In the case of a general partner who is acting as a general partner by virtue of being a trustee of a trust, the termination of the trust, but not merely the substitution of a new trustee;
8. In the case of a general partner that is a separate partnership, the dissolution and commencement of winding up of the separate partnership;
9. In the case of a general partner that is a corporation, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter; or
10. In the case of an estate, the distribution by the fiduciary of the estate’s entire interest in the partnership.
(Added to NRS by 1985, 1286; A 1987, 73)
Structure Nevada Revised Statutes
Chapter 88 - Uniform Limited Partnership Act
NRS 88.325 - Name of partnership: Reservation; transfer of right to exclusive use of reserved name.
NRS 88.327 - Name of partnership: Reinstatement or revival under old or new name; regulations.
NRS 88.336 - Form required for filing of records.
NRS 88.338 - Filing of records written in language other than English.
NRS 88.340 - Partnership records: Microfilming; imaging; return.
NRS 88.345 - Right of partner to transact other business with partnership.
NRS 88.355 - Amendment and restatement of certificate of limited partnership.
NRS 88.360 - Cancellation of certificate of limited partnership.
NRS 88.365 - Authority of district court to order signing of certificate.
NRS 88.370 - Notice imparted by filing certificate of limited partnership.
NRS 88.375 - Manner in which certificates must be signed.
NRS 88.380 - Filing and effectiveness of certificates or judicial decrees.
NRS 88.385 - Liability for false statements in certificates.
NRS 88.390 - Delivery of certificates to limited partners.
NRS 88.395 - Annual list: Filing requirements; fees; notice; regulations.
NRS 88.397 - Additional filing requirements for certain partnerships: Criteria; statement; fees.
NRS 88.410 - Defaulting partnerships: Conditions and procedure for reinstatement.
NRS 88.420 - When person becomes limited partner; admission of additional limited partners.
NRS 88.430 - Liability to other persons; exceptions.
NRS 88.435 - Liability of person erroneously believing self to be limited partner.
NRS 88.440 - Right of limited partner to records and information of partnership.
NRS 88.445 - Admission of additional general partners.
NRS 88.450 - Events of withdrawal.
NRS 88.455 - Rights, powers and liabilities.
NRS 88.460 - Contributions to partnership by general partner.
NRS 88.470 - Form of partner’s contribution.
NRS 88.475 - Liability of partner for contributions to partnership.
NRS 88.480 - Sharing of profits and losses among partners.
NRS 88.485 - Distribution of assets among partners.
NRS 88.495 - Withdrawal of general partner.
NRS 88.500 - Withdrawal of limited partner.
NRS 88.505 - Distribution upon withdrawal.
NRS 88.510 - Distribution in kind.
NRS 88.515 - Rights upon distribution.
NRS 88.520 - Limitations on distribution.
NRS 88.522 - Limitations on distributions applicable to restricted limited partnerships.
NRS 88.525 - Liability upon return of contribution.
NRS 88.528 - Nature of interest in partnership.
NRS 88.535 - Rights and remedies of creditor of partner.
NRS 88.540 - Right of assignee to become limited partner; liability.
NRS 88.545 - Rights of estate of deceased or incapacitated partner.
NRS 88.550 - Events causing dissolution.
NRS 88.555 - Dissolution by decree of district court.
NRS 88.565 - Distribution of assets.
NRS 88.570 - Law governing organization, internal affairs and liability of limited partners.
NRS 88.580 - Issuance of certificate of registration by Secretary of State.
NRS 88.585 - Registration of name.
NRS 88.590 - Amendments to application for registration.
NRS 88.5915 - Additional filing requirements for certain partnerships: Criteria; statement; fees.
NRS 88.592 - Certificate of authorization to transact business.
NRS 88.5925 - Addresses of general partners required; failure to file.
NRS 88.5935 - Defaulting partnerships: Duties of Secretary of State.
NRS 88.594 - Defaulting partnerships: Conditions and procedure for reinstatement.
NRS 88.5945 - Defaulting partnerships: Reinstatement or revival under old or new name; regulations.
NRS 88.595 - Cancellation of registration.
NRS 88.600 - Penalty for transacting business without registration; enforcement; regulations.
NRS 88.602 - Activities not constituting transaction of business.
NRS 88.603 - Determination of whether solicitation is made or accepted.
NRS 88.605 - Action by Attorney General to restrain transaction of business.
NRS 88.607 - Termination of registration.
NRS 88.608 - Liability of partner for debt or liability of partnership.
NRS 88.6085 - Liability of persons acting on behalf of partnership without authority.
NRS 88.609 - Name of foreign partnership.
NRS 88.610 - Authority of limited partner to bring action.
NRS 88.615 - Qualifications of plaintiff.
NRS 88.630 - Legislative intent.
NRS 88.635 - Applicability of NRS 87.010 to 87.430, inclusive.
NRS 88.640 - Provisions for existing partnerships.
NRS 88.650 - Operation of domestic partnership in another jurisdiction.