Nevada Code § 87.410

Liability of persons who continue business of partnership in certain cases
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1. When any new partner is admitted into
an existing partnership, or when any partner retires and assigns (or the
representative of the deceased partner assigns) his or her rights in
partnership property to two or more of the partners, or to one or more of the
partners and one or more third persons, if the business is continued without
liquidation of the partnership affairs, creditors of the first or dissolved
partnership are also creditors of the partnership so continuing the business.
2. When all but one partner retire and
assign (or the representative of a deceased partner assigns) their rights in
partnership property to the remaining partner, who continues the business
without liquidation of partnership affairs, either alone or with others,
creditors of the dissolved partnership are also creditors of the person or
partnership so continuing the business.
3. When any partner retires or dies and
the business of the dissolved partnership is continued as set forth in
subsections 1 and 2, with the consent of the retired partners or the
representative of the deceased partner, but without any assignment of the
retired or deceased partners right in partnership property, rights of
creditors of the dissolved partnership and of the creditors of the person or
partnership continuing the business shall be as if such assignment had been
made.
4. When all the partners or their
representatives assign their rights in partnership property to one or more
third persons who promise to pay the debts and who continue the business of the
dissolved partnership, creditors of the dissolved partnership are also
creditors of the person or partnership continuing the business.
5. When any partner wrongfully causes a
dissolution and the remaining partners continue the business under the
provisions of paragraph (b) of subsection 2 of NRS 87.380 , either alone or with others,
and without liquidation of the partnership affairs, creditors of the dissolved
partnership are also creditors of the person or partnership continuing the
business.
6. When a partner is expelled and the
remaining partners continue the business either alone or with others, without
liquidation of the partnership affairs, creditors of the dissolved partnership
are also creditors of the person or partnership continuing the business.
7. The liability of a third person
becoming a partner in the partnership continuing the business, under this
section, to the creditors of the dissolved partnership shall be satisfied out
of partnership property only.
8. When the business of a partnership after
dissolution is continued under any conditions set forth in this section the
creditors of the dissolved partnership, as against the separate creditors of
the retiring or deceased partner or the representative of the deceased partner,
have a prior right to any claim of the retired partner or the representative of
the deceased partner against the person or partnership continuing the business,
on account of the retired or deceased partners interest in the dissolved
partnership or on account of any consideration promised for such interest or
for the retired or deceased partners right in partnership property.
9. Nothing in this section shall be held
to modify any right of creditors to set aside any assignment on the ground of
fraud.
10. The use by the person or partnership
continuing the business of the partnership name, or the name of the deceased
partner as part thereof, shall not of itself make the individual property of
the deceased partner liable for any debts contracted by such person or partnership.

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