§ 10A-9A-6.02 — Effect of Dissociation as Limited Partner

Alabama § 10A-9A-6.02

• Jurisdiction: Alabama
• Title 10A: Alabama Business and Nonprofit Entities Code
• Ch. 9A: Alabama Limited Partnership Law
• Art. 6: Dissociation

Text

(a) Upon a person’s dissociation as a limited partner:
(1) subject to Section 10A-9A-7.04, the person does not have further rights as a limited partner;
(2) the person’s implied contractual covenant of good faith and fair dealing as a limited partner under Section 10A-9A-3.05(b) continues only as to matters arising and events occurring before the dissociation; and
(3) subject to Section 10A-9A-7.04, and Article 10 of this chapter and Article 8 of Chapter 1, any transferable interest owned by the person in the person’s capacity as a limited partner immediately before dissociation is owned by the person immediately after dissociation as a mere transferee.
(b) A person’s dissociation as a limited partner does not of itself discharge the person from any duty, debt, obligation, or liability to the limited partnership or the other partners that the person incurred while a limited partner.

Legislative History

(Act 2016-379, §1.)