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-9A-6.07
Section 10A-9A-6.07 Liability to other persons of person dissociated as general partner. (a)
A person's dissociation as a general partner does not of itself discharge the person's liability
as a general partner for a debt, obligation, or liability of the limited partnership incurred
before dissociation. Except as otherwise provided in subsections (b) and (c), the person is
not liable for a limited partnership's debts, obligations, or liabilities 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 and affairs is liable to the same extent as a general
partner under Section 10A-9A-4.04 on an obligation incurred by the limited partnership under
Section 10A-9A-8.04. (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 and
affairs is liable on a transaction entered into by...
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10A-8A-9.11
Section 10A-8A-9.11 Liability of partner after conversion or merger. (a) A conversion or merger
under this article does not discharge any liability under Section 10A-8A-3.06, 10A-8A-7.02,
or 10A-8A-7.03 of a person that was a partner in or dissociated as a partner from a converting
or constituent partnership, but: (1) the provisions of this chapter pertaining to the collection
or discharge of the liability continue to apply to the liability; (2) for the purposes of
applying those provisions, the converted or surviving organization is deemed to be the converting
or constituent partnership; and (3) if a person is required to pay any amount under this subsection:
(A) the person has a right of contribution from each other person that was liable as a partner
under Section 10A-8A-3.06 when the obligation was incurred and has not been released from
the obligation under Section 10A-8A-7.02 or 10A-8A-7.03; and (B) the contribution due from
each of those persons is in proportion to the right to...
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10A-9A-10.11
Section 10A-9A-10.11 Liability of general partner after conversion or merger. (a) A conversion
or merger under this article does not discharge any liability under Sections 10A-9A-4.04 and
10A-9A-6.07 of a person that was a general partner in or dissociated as a general partner
from a converting or constituent limited partnership, but: (1) the provisions of this chapter
pertaining to the collection or discharge of the liability continue to apply to the liability;
(2) for the purposes of applying those provisions, the converted or surviving organization
is deemed to be the converting or constituent limited partnership; and (3) if a person is
required to pay any amount under this subsection: (A) the person has a right of contribution
from each other person that was liable as a general partner under Section 10A-9A-4.04 when
the obligation was incurred and has not been released from the obligation under Section 10A-9A-6.07;
and (B) the contribution due from each of those persons is in...
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10A-9A-6.06
Section 10A-9A-6.06 Power to bind and liability to limited partnership before dissolution of
partnership of person dissociated as general partner. (a) After a person is dissociated as
a general partner and before the limited partnership is dissolved, converted under Article
10 of this chapter or under Article 8 of Chapter 1, or merged out of existence under Article
10 of this chapter or Article 8 of Chapter 1, the limited partnership is bound by an act of
the person only if: (1) the act would have bound the limited partnership under Section 10A-9A-4.02
before the dissociation; and (2) at the time the other party enters into the transaction the
other party does not 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 which caused the limited partnership to be bound is liable:
(1) to the limited partnership for any damage caused to the limited...
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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-9.12
Section 10A-8A-9.12 Power of partners and persons dissociated as partners to bind organization
after conversion or merger. (a) An act of a person that immediately before a conversion or
merger became effective was a partner in a converting or constituent partnership binds the
converted or surviving organization after the conversion or merger becomes effective, if:
(1) before the conversion or merger became effective, the act would have bound the converting
or constituent partnership under Section 10A-8A-3.01; and (2) at the time the third party
enters into the transaction, the third party: (A) does not have notice of the conversion or
merger; and (B) reasonably believes that the converted or surviving organization is the converting
or constituent partnership and that the person is a partner in the converting or constituent
partnership. (b) An act of a person that before a conversion or merger became effective was
dissociated as a partner from a converting or constituent partnership...
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10A-9A-10.12
Section 10A-9A-10.12 Power of general partners and persons dissociated as general partners
to bind organization after conversion or merger. (a) An act of a person that immediately before
a conversion or merger became effective was a general partner in a converting or constituent
limited partnership binds the converted or surviving organization after the conversion or
merger becomes effective, if: (1) before the conversion or merger became effective, the act
would have bound the converting or constituent limited partnership under Section 10A-9A-4.02;
and (2) at the time the third party enters into the transaction, the third party: (A) does
not have notice of the conversion or merger; and (B) reasonably believes that the converted
or surviving business is the converting or constituent limited partnership and that the person
is a general partner in the converting or constituent limited partnership. (b) An act of a
person that before a conversion or merger became effective was dissociated...
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10A-8A-8.07
Section 10A-8A-8.07 Other claims against dissolved partnership. Notwithstanding Sections 10A-1-9.01
and 10A-1-9.22: (a) A dissolved partnership may publish notice of its dissolution and request
that persons with claims against the dissolved partnership present them in accordance with
the notice. (b) The notice authorized by subsection (a) must: (1) be published at least one
time in a newspaper of general circulation in the county in which the dissolved partnership's
principal office in this state is located, and if none, was last located; (2) describe the
information that must be included in a claim and provide a mailing address to which the claim
is to be sent; (3) state that if not sooner barred, a claim against the dissolved partnership
will be barred unless a proceeding to enforce the claim is commenced within two years after
the publication of the notice; and (4) unless the partnership has been throughout its existence
a limited liability partnership, state that the barring of a...
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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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