[§425E- 607] Liability to other persons of person dissociated as a general partner.

305 words·~1 min read·/hi/425e-2

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

(a)A person's dissociation as a general partner shall not of itself discharge the person's liability as a general partner for an obligation of the limited partnership incurred before dissociation. Except as otherwise provided in subsections

(b)and (c), the person shall not be liable for a limited partnership's obligation incurred after dissociation.

(b)A person whose dissociation as a general partner resulted in a dissolution and winding up of the limited partnership's activities shall be liable to the same extent as a general partner under section 425E-404 on an obligation incurred by the limited partnership under section 425E-804.

(c)A person that has dissociated as a general partner but whose dissociation did not result in a dissolution and winding up of the limited partnership's activities shall be liable on a transaction entered into by the limited partnership after the dissociation only if:

(1)A general partner would be liable on the transaction; and

(2)At the time the other party enters into the transaction:

(A)Less than two years has passed since the dissociation; and

(B)The other party does not have notice of the dissociation and reasonably believes that the person is a general partner.

(d)By agreement with a creditor of a limited partnership and the limited partnership, a person dissociated as a general partner may be released from liability for an obligation of the limited partnership.

(e)A person dissociated as a general partner shall be released from liability for an obligation of the limited partnership if the limited partnership's creditor, with notice of the person's dissociation as a general partner but without the person's consent, agrees to a material alteration in the nature or time of payment of the obligation. [L 2003, c 210, pt of §1]