RCW 25.10.541
292 words·~1 min read·
/wa/title-25/chapter-25-10/25-10-541·A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
(1)A person's dissociation as a general partner does 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
(2)and
(3)of this section, the person is not liable for a limited partnership's 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 is liable to the same extent as a general partner under RCW 25.10.401 on an obligation incurred by the limited partnership under RCW 25.10.586 .
(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 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 have passed since the dissociation; and
(ii)The other party does not have 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 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.
[ 2009 c 188 s 607 .]