10A-8A-8.05
Section 10A-8A-8.05 Liability after dissolution of partner and person dissociated as partner;
other partners, and persons dissociated as partners. (a) If a partner having knowledge of
the dissolution causes a partnership to incur an obligation under Section 10A-8A-8.04(a) by
an act that is not appropriate for winding up the partnership's business or not for profit
activity, the partner is liable: (1) to the partnership for any damage caused to the partnership
arising from the obligation; and (2) if another partner or a person dissociated as a partner
is liable for the obligation, to that other partner or person for any damage caused to that
other partner or person arising from the liability. (b) If a person dissociated as a partner
causes a partnership to incur an obligation under Section 10A-8A-8.04(b), the person is liable:
(1) to the partnership for any damage caused to the partnership arising from the obligation;
and (2) if a partner or another person dissociated as a partner is...
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10A-8A-4.11
Section 10A-8A-4.11 General standards of partner's conduct. (a) The duties that a partner has
to the partnership and to the other partners include the duty of loyalty and the duty of care
as described in subsections (b) and (c). (b) A partner's duty of loyalty to the partnership
and to the other partners includes each of the following: (1) To account to the partnership
and to hold as trustee for it any property, profit, or benefit derived by the partner in the
conduct or winding up of the partnership's business or not-for-profit activity or derived
from a use by the partner of partnership property, including the appropriation of a partnership
opportunity. (2) To refrain from dealing with the partnership in the conduct or winding up
of the partnership's business or not-for-profit activity as or on behalf of a party having
an interest adverse to the partnership. (3) To refrain from competing with the partnership
in the conduct of the partnership's business or not-for-profit activity...
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10A-8A-6.01
or acquiesces to the appointment of a trustee, receiver, or liquidator of the person or of
all or substantially all of the person's property; (8) in the case of a person that is a trust
or is acting as a partner by virtue of being a trustee of a trust, the trust's entire transferable
interest in the partnership is distributed, but not solely by reason of the substitution of
a successor trustee; (9) in the case of a person that is an estate or is acting as a partner
by virtue of being a personal representative of an estate, the estate's entire transferable
interest in the partnership is distributed, but not solely by reason of the substitution of
a successor personal representative; (10) in the case of a person that is not an individual,
the legal existence of the person otherwise terminates; (11) the transfer of a partner's entire
remaining transferable interest to another partner; (12) the transfer of a partner's entire
remaining transferable interest to a transferee upon the...
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10A-8A-6.03
Section 10A-8A-6.03 Effect of partner's dissociation. (a) If a person's dissociation results
in a dissolution and winding up of the partnership business or not for profit activity, Article
8 applies; otherwise, Article 7 applies. (b) Upon a person's dissociation as a partner: (1)
the person's right to participate in the management and conduct of the partnership business
or not for profit activity terminates, except as provided in Section 10A-8A-8.03; (2) the
person's duty of loyalty under Section 10A-8A-4.11(b)(3) terminates; and (3) the person's
duty of loyalty under Section 10A-8A-4.11(b)(1) and (2) and duty of care under Section 10A-8A-4.11(c)
continue only with regard to matters arising and events occurring before the person's dissociation,
unless the partner participates in winding up the partnership's business or not for profit
activity pursuant to Section 10A-8A-8.03. (Act 2018-125, §7.)...
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10A-8A-7.05
Section 10A-8A-7.05 Continued use of partnership name. Continued use of a partnership name,
or a person's name that is dissociated as a partner as part thereof, by partners continuing
the business or not for profit activity does not of itself make the person dissociated as
a partner liable for an obligation of the partners or the partnership continuing the business
or not for profit activity. (Act 2018-125, §7.)...
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10A-8A-7.03
Section 10A-8A-7.03 Liability of person dissociated as a partner to other persons. (a) A person's
dissociation as a partner does not of itself discharge that person's liability for a partnership
obligation incurred before dissociation. A person dissociated as a partner is not liable for
a partnership obligation incurred after dissociation, except as provided in subsection (b).
(b) A person that dissociates as a partner without resulting in a dissolution and winding
up of the partnership business or not for profit activity is liable as a partner to the other
party in a transaction entered into by the partnership, or a surviving partnership or other
surviving entity under Article 9 of this chapter or Article 8 of Chapter 1, within one year
after the partner's dissociation, only if the partner is liable for the obligation under Section
10A-8A-3.06 and at the time of entering into the transaction the other party: (1) reasonably
believed that the person dissociated as a partner was then a...
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10A-8A-7.02
Section 10A-8A-7.02 Power to bind and liability of person dissociated as a partner. (a) For
one year after a person dissociates as a partner without resulting in a dissolution and winding
up of the partnership business or not for profit activity, the partnership, including a surviving
partnership or other surviving entity under Article 9 of this chapter and Article 8 of Chapter
1, is bound by an act of the person dissociated as a partner which would have bound the partnership
under Section 10A-8A-3.01 before dissociation only if at the time of entering into the transaction
the other party: (1) reasonably believed that the person dissociated as a partner was then
a partner and reasonably relied on such belief in entering into the transaction; (2) did not
have notice of the person's dissociation as a partner; and (3) is not deemed to have had knowledge
or notice under Section 10A-8A-1.03. (b) A person dissociated as a partner is liable to the
partnership for any damage caused to the...
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10A-8A-8.02
Section 10A-8A-8.02 Effect of dissolution. Notwithstanding Section 10A-1-9.12: (a) A dissolved
partnership continues its existence as a partnership but may not carry on any business or
not for profit activity except as is appropriate to wind up and liquidate its business or
not for profit activity, including: (1) collecting its assets; (2) disposing of its properties
that will not be distributed in kind to persons owning transferable interests; (3) discharging
or making provisions for discharging its liabilities; (4) distributing its remaining property
in accordance with Section 10A-8A-8.09; and (5) doing every other act necessary to wind up
and liquidate its business or not for profit activity. (b) In winding up its business or not
for profit activity, a partnership may: (1) deliver to the Secretary of State for filing a
statement of dissolution setting forth: (A) The name of the partnership; (B) If the partnership
has filed a statement of partnership, a statement of not for profit...
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19-3A-403
Section 19-3A-403 Business and other activities conducted by fiduciary. (a) If a fiduciary
who conducts a business or other activity determines that it is in the best interest of all
the beneficiaries to account separately for the business or other activity instead of accounting
for it as part of the trust's general accounting records, then the fiduciary may maintain
separate accounting records for its transactions, whether or not its assets are segregated
from other trust assets. (b) A fiduciary who accounts separately for a business or other activity
may determine the extent to which net cash receipts must be retained for working capital,
the acquisition or replacement of fixed assets and the other reasonably foreseeable needs
of the business or other activity, and the extent to which the remaining net cash receipts
are accounted for as principal or income in the trust's general accounting records. If a fiduciary
sells assets of the business or other activity, other than in the...
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10A-8A-1.05
Section 10A-8A-1.05 Powers; indemnification. (a) A partnership shall possess and may exercise
all the powers and privileges granted and enumerated by Chapter 1 or by any other law or by
its partnership agreement, together with any powers incidental thereto, including those powers
and privileges necessary or convenient to the conduct, promotion, or attainment of the business
or not for profit activity of the partnership and including the power to sue, be sued, and
defend in its own name and to maintain an action against a partner for harm caused to the
partnership by a breach of the partnership agreement or violation of a duty to the partnership.
(b) A partnership may indemnify and hold harmless a partner or other person, pay in advance
or reimburse expenses incurred by a partner or other person, and purchase and maintain insurance
on behalf of a partner or other person. (Act 2018-125, §7.)...
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