Renumbered 10/1/2026

326 words·~1 min read·/ut/title-48/chapter-2e/10-98

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

48-2e-607. Liability to other persons of person dissociated as general partner.

(1)A person's dissociation as a general partner does not of itself discharge the person's liability as a general partner for a debt, obligation, or other liability of the limited partnership incurred before dissociation. Except as otherwise provided in Subsections

(2)and

(3), the person is not liable for a limited partnership obligation incurred after dissociation.

(2)A person whose dissociation as a general partner resulted in a dissolution and winding up of the limited partnership's activities and affairs is liable to the same extent as a general partner under Section 48-2e-404 on an obligation incurred by the limited partnership under Section 48-2e-804 .

(3)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 and affairs is liable on a transaction entered into by the limited partnership after the dissociation only if:

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

(b)at the time the other party enters into the transaction:

(i)less than two years has passed since the dissociation; and

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

(4)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.

(5)A person dissociated as a general partner is released from liability for an obligation of the limited partnership if the limited partnership's creditor, with knowledge or 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.

Renumbered and Amended by Chapter 93 , 2026 General Session

Enacted by Chapter 412 , 2013 General Session