Nevada § 87A.530 - Disposition of assets; when contributions are required

§ 87A.530. Disposition of assets; when contributions are required

1. In winding up a limited partnership's activities, the assets of the limited partnership,

including the contributions required by this section, must be applied to satisfy the

limited partnership's obligations to creditors, including, to the extent permitted

by law, partners that are creditors. 2. Any surplus remaining after the limited partnership complies with subsection 1

must be paid in cash as a distribution. 3. If a limited partnership's assets are insufficient to satisfy all of its obligations

under subsection 1, with respect to each unsatisfied obligation incurred when the

limited partnership was not a limited-liability limited partnership, the following

rules apply: (a) Each person that was a general partner when the obligation was incurred and that

has not been released from the obligation under NRS 87A.465 shall contribute to the limited partnership for the purpose of enabling the limited

partnership to satisfy the obligation. The contribution due from each of those persons is in proportion to the right to

receive distributions in the capacity of general partner in effect for each of those

persons when the obligation was incurred. (b) If a person does not contribute the full amount required under paragraph (a) with

respect to an unsatisfied obligation of the limited partnership, the other persons

required to contribute by paragraph (a) on account of the obligation shall contribute

the additional amount necessary to discharge the obligation. The additional contribution due from each of those other persons is in proportion

to the right to receive distributions in the capacity of general partner in effect

for each of those other persons when the obligation was incurred. (c) If a person does not make the additional contribution required by paragraph (b),

further additional contributions are determined and due in the same manner as provided

in that paragraph. 4. A person that makes an additional contribution under paragraph (b) or (c) of subsection

3 may recover from any person whose failure to contribute under paragraph (a) or (b)

of subsection 3 necessitated the additional contribution. A person may not recover under this subsection more than the amount additionally

contributed. A person's liability under this subsection may not exceed the amount the person

failed to contribute. 5. The estate of a deceased natural person is liable for the person's obligations

under this section. 6. An assignee for the benefit of creditors of a limited partnership or a partner,

or a person appointed by a court to represent creditors of a limited partnership or

a partner, may enforce a person's obligation to contribute under subsection 3.