{"data":{"id":"us-nv/nrs-88.435","jurisdiction":"us-nv","citation":"NRS 88.435","heading":"Liability of person erroneously believing self to be limited partner.","body":"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:\n(a) Causes an appropriate certificate of limited partnership or a certificate of amendment to be signed and filed; or\n(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.\n2. 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:\n(a) Before the person withdraws and an appropriate certificate is filed to show withdrawal; or\n(b) Before an appropriate certificate is filed to show that the person is not a general partner,\nÊ 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.","path":["TITLE 7 — BUSINESS ASSOCIATIONS; SECURITIES; COMMODITIES","CHAPTER 88 - UNIFORM LIMITED PARTNERSHIP ACT","LIMITED PARTNERS"],"source_url":"https://www.leg.state.nv.us/NRS/NRS-088.html#NRS088Sec435","current_through":"2025 session (NRS as revised 2026-08-25)","vintage":"","retrieved_at":"2026-09-03T05:51:31Z","sha256":"20837a0207e99af55a8aba898f3264458e9719b50e532b02083bf2f382e5b5c9","source_id":"us-nv","stale":true,"prev":"us-nv/nrs-88.430","next":"us-nv/nrs-88.440"},"notice":"GroundRules: Original legal text. Not legal advice."}