Nevada § 87A.345 - Person erroneously believing self to be limited partner
Full text of Nevada Nevada Revised Statutes § 87A.345 — Person erroneously believing self to be limited partner, with citation guidance and answers to common questions.
§ 87A.345. Person erroneously believing self to be limited partner
1. Except as otherwise provided in subsection 2, a person that makes an investment
in a business enterprise and erroneously but in good faith believes that the person
has become a limited partner in the enterprise is not liable for the enterprise's
obligations by reason of making the investment, receiving distributions from the enterprise
or exercising any rights of or appropriate to a limited partner if, on ascertaining
the mistake, the person: (a) Causes an appropriate certificate of limited partnership, amendment or certificate
of correction to be signed and delivered to the Secretary of State for filing; or (b) Withdraws from future participation as an owner in the enterprise by signing and
delivering to the Secretary of State for filing a statement of withdrawal under this
section. 2. A person that makes an investment described in subsection 1 is liable to the same
extent as a general partner to any third party that enters into a transaction with
the enterprise, believing in good faith that the person is a general partner, before
the Secretary of State files a statement of withdrawal, certificate of limited partnership,
amendment or certificate of correction to show that the person is not a general partner. 3. If a person makes a diligent effort in good faith to comply with paragraph (a)
of subsection 1 and is unable to cause the appropriate certificate of limited partnership,
amendment or certificate of correction to be signed and delivered to the Secretary
of State for filing, the person has the right to withdraw from the enterprise pursuant
to paragraph (b) of subsection 1 even if the withdrawal would otherwise breach an
agreement with others that are or have agreed to become co-owners of the enterprise.
Source: official Nevada text · Last verified 2026-08-27
Frequently Asked Questions About Nevada § 87A.345
What does Nevada Revised Statutes § 87A.345 cover?
Section 87A.345 ("Person erroneously believing self to be limited partner") is part of the Nevada Revised Statutes, the codified statutory law of Nevada. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite Nevada § 87A.345?
A common citation format is "Nevada Revised Statutes § 87A.345" (Nevada). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of Nevada law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the Nevada official source linked on this page or consult a licensed Nevada attorney.
How does Nevada § 87A.345 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Nevada can advise on how this section applies to you. Contact your state or local bar association for a referral.
Sources & Verification
Not legal advice. Verify against the official source and consult a licensed attorney in Nevada.