Nevada § 87A.385 - General standards of conduct of general partner

§ 87A.385. General standards of conduct of general partner

1. The only fiduciary duties that a general partner has to the limited partnership

and the other partners are the duties of loyalty and care under subsections 2 and

3. 2. A general partner's duty of loyalty to the limited partnership and the other partners

is limited to the following: (a) To account to the limited partnership and hold as trustee for it any property,

profit or benefit derived by the general partner in the conduct and winding up of

the limited partnership's activities or derived from a use by the general partner

of limited partnership property, including the appropriation of a limited partnership

opportunity; (b) To refrain from dealing with the limited partnership in the conduct or winding

up of the limited partnership's activities as or on behalf of a party having an interest

adverse to the limited partnership; and (c) To refrain from competing with the limited partnership in the conduct or winding

up of the limited partnership's activities. 3. A general partner's duty of care to the limited partnership and the other partners

in the conduct and winding up of the limited partnership's activities is limited to

refraining from engaging in grossly negligent or reckless conduct, intentional misconduct

or a knowing violation of law. 4. A general partner shall discharge the duties to the partnership and the other partners

under this chapter or under the partnership agreement and exercise any rights consistently

with the obligation of good faith and fair dealing. 5. A general partner does not violate a duty or obligation under this chapter or under

the partnership agreement merely because the general partner's conduct furthers the

general partner's own interest.