[§425E-607] Liability to other persons of person dissociated as a general partner. (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]
Section: Previous 425e-509 425e-601 425e-602 425e-603 425e-604 425e-605 425e-606 425e-607 425e-701 425e-702 425e-703 425e-704 425e-801 425e-802 425e-803 NextLast modified: October 27, 2016