Tennessee § 61-3-606 Power to bind and liability of person dissociated as general partner

Tennessee Statutes

§ 61-3-606 — Power to bind and liability of person dissociated as general partner

Tennessee § 61-3-606

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This text of Tennessee § 61-3-606 (Power to bind and liability of person dissociated as general partner) is published on Counsel Stack Legal Research, covering Tennessee primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Tenn. Code Ann. § 61-3-606 (2026).

Text

(a)After a person is dissociated as a general partner and before the limited partnership is merged out of existence or converted under part 11 of this chapter, or dissolved, the partnership is bound by an act of the person only if:

(1)The act would have bound the partnership under § 61-3-402 before the dissociation; and (2) At the time the other party enters into the transaction:

(A)Less than one (1) year has passed since the dissociation; and (B) The other party does not know or have notice of the dissociation and reasonably believes that the person is a general partner.

(b)If a limited partnership is bound under subsection (a), the person dissociated as a general partner that caused the partnership to be bound is liable:

(1)To the partnership for any damage caused to the partnership

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(a) After a person is dissociated as a general partner and before the limited partnership is merged out of existence or converted under part 11 of this chapter, or dissolved, the partnership is bound by an act of the person only if: (1) The act would have bound the partnership under § 61-3-402 before the dissociation; and (2) At the time the other party enters into the transaction: (A) Less than one (1) year has passed since the dissociation; and (B) The other party does not know or have notice of the dissociation and reasonably believes that the person is a general partner. (b) If a limited partnership is bound under subsection (a), the person dissociated as a general partner that caused the partnership to be bound is liable: (1) To the partnership for any damage caused to the partnership arising from the obligation incurred under subsection (a); and (2) If a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability.