General standards of conduct of general partner.
Nev. Rev. Stat. § 87A.385
in effect1. 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 partners 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 partnerships 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 partnerships 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 partnerships activities.
3. A general partners duty of care to the limited partnership and the other partners in the conduct and winding up of the limited partnerships 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 partners conduct furthers the general partners own interest.
Source: NV Statutes (Official Site)URL: https://www.leg.state.nv.us/nrs/NRS-087A.htmlFetched: 10/4/2026
