Nevada § 88.435 - Liability of person erroneously believing self to be limited partner
Full text of Nevada Nevada Revised Statutes § 88.435 — Liability of person erroneously believing self to be limited partner, with citation guidance and answers to common questions.
§ 88.435. Liability of person erroneously believing self to be limited partner
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: (a) Causes an appropriate certificate of limited partnership or a certificate of amendment
to be signed and filed; or (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. 2. 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: (a) Before the person withdraws and an appropriate certificate is filed to show withdrawal;
or (b) Before an appropriate certificate is filed to show that the person is not a general
partner, 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.
Source: official Nevada text · Last verified 2026-08-27
Frequently Asked Questions About Nevada § 88.435
What does Nevada Revised Statutes § 88.435 cover?
Section 88.435 ("Liability of 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 § 88.435?
A common citation format is "Nevada Revised Statutes § 88.435" (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 § 88.435 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.