Withdrawal as general partner.
Nev. Rev. Stat. § 87A.445
in effectA person is withdrawn from a limited partnership as a general partner upon the occurrence of any of the following events:
1. The limited partnerships having notice of the persons express will to withdraw as a general partner or on a later date specified by the person;
2. An event agreed to in the partnership agreement as causing the persons withdrawal as a general partner;
3. The persons expulsion as a general partner pursuant to the partnership agreement;
4. The persons expulsion as a general partner by the unanimous consent of the other partners if:
(a) It is unlawful to carry on the limited partnerships activities with the person as a general partner;
(b) There has been a transfer of all or substantially all of the persons transferable interest in the limited partnership, other than a transfer for security purposes, or a court order charging the persons interest, which has not been foreclosed;
(c) The person is a corporation and, within 90 days after the limited partnership notifies the person that it will be expelled as a general partner because it has filed articles of dissolution or the equivalent, its charter has been revoked or its right to conduct business has been suspended by the jurisdiction of its incorporation, there is no revocation of the articles of dissolution or no reinstatement of its charter or its right to conduct business; or
(d) The person is a limited-liability company or partnership that has been dissolved and whose business is being wound up;
5. On application by the limited partnership, the persons expulsion as a general partner by judicial determination because:
(a) The person engaged in wrongful conduct that adversely and materially affected the limited partnership activities;
(b) The person willfully or persistently committed a material breach of the partnership agreement or of a duty owed to the partnership or the other partners under NRS 87A.385 ; or
(c) The person engaged in conduct relating to the limited partnerships activities which makes it not reasonably practicable to carry on the activities of the limited partnership with the person as a general partner;
6. The persons:
(a) Becoming a debtor in bankruptcy;
(b) Execution of an assignment for the benefit of creditors;
(c) Seeking, consenting to or acquiescing in the appointment of a trustee, receiver or liquidator of the person or of all or substantially all of the persons property; or
(d) Failure, within 90 days after the appointment, to have vacated or stayed the appointment of a trustee, receiver or liquidator of the general partner or of all or substantially all of the persons property obtained without the persons consent or acquiescence, or failing within 90 days after the expiration of a stay to have the appointment vacated;
7. In the case of a person who is a natural person:
(a) The persons death;
(b) The appointment of a guardian or general conservator for the person; or
(c) A judicial determination that the person has otherwise become incapable of performing the persons duties as a general partner under the partnership agreement;
8. In the case of a person that is a trust or is acting as a general partner by virtue of being a trustee of a trust, distribution of the trusts entire transferable interest in the limited partnership, but not merely by reason of the substitution of a successor trustee;
9. In the case of a person that is an estate or is acting as a general partner by virtue of being a personal representative of an estate, distribution of the estates entire transferable interest in the limited partnership, but not merely by reason of the substitution of a successor personal representative;
10. Termination of a general partner that is not a natural person, partnership, limited-liability company, corporation, trust or estate; or
11. The limited partnerships participation in a conversion or merger under chapter 92A of NRS, if the limited partnership:
(a) Is not the converted or surviving entity; or
(b) Is the converted or surviving entity but, as a result of the conversion or merger, the person ceases to be a general partner.
Source: NV Statutes (Official Site)URL: https://www.leg.state.nv.us/nrs/NRS-087A.htmlFetched: 10/4/2026