§ 45-10.2-61 — (607) Liability to other persons of person dissociated as general partner

North Dakota § 45-10.2-61

• Jurisdiction: North Dakota
• Title 45: Partnerships
• Ch. 45-10.2: Uniform Limited Partnership Act

Text

1. The dissociation of a person as a general partner does not of itself discharge the
liability of a person as a general partner for an obligation of the limited partnership
incurred before dissociation. Except as otherwise provided in subsections 2 and 3, the
person is not liable for an obligation of a limited partnership incurred after dissociation.
2. A person whose dissociation as a general partner resulted in a dissolution and winding
up of the activities of the limited partnership is liable to the same extent as a general

partner under section 45-10.2-40 on an obligation incurred by the limited partnership
under section 45-10.2-70.
3. A person that has dissociated as a general partner but whose dissociation did not
result in a dissolution and winding up of the activities of the limited partnership 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:
(1) Less than two years have passed since the dissociation; and
(2) 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 creditor of the limited partnership, with notice of the
dissociation of the person as a general partner but without the consent of the person,
agrees to a material alteration in the nature or time of payment of the obligation.