10A-8A-8.08
Section 10A-8A-8.08 Liability of partner and person dissociated as partner when claim against
partnership. If a claim against a dissolved partnership is barred under Section 10A-8A-8.06
or 10A-8A-8.07, any corresponding claim under Sections 10A-8A-3.06, 10A-8A-7.03, and 10A-8A-8.05
is also barred. (Act 2018-125, §7.)...
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10A-9A-6.02
Section 10A-9A-6.02 Effect of dissociation as limited partner. (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. (Act 2016-379, §1.)...
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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-9A-8.08
Section 10A-9A-8.08 Liability of general partner and person dissociated as general partner
when claim against limited partnership barred. If a claim against a dissolved limited partnership
is barred under Section 10A-9A-8.06 or 10A-9A-8.07, any corresponding claim under Section
10A-9A-4.04 or 10A-9A-6.07 is also barred. (Act 2016-379, §1.)...
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10A-9A-2.03
Section 10A-9A-2.03 Execution of documents. (a) A writing delivered to the Secretary of State
for filing pursuant to this chapter must be signed as provided by this section. (1) A limited
partnership's initial certificate of formation must be signed by all general partners listed
in the certificate of formation. (2) An amendment adding or deleting a statement that the
limited partnership is a limited liability limited partnership must be signed by all general
partners listed in the certificate of formation. (3) An amendment designating as general partner
a person admitted under Section 10A-9A-8.01(c) following the dissociation of a limited partnership's
last general partner must be signed by the person or persons so designated. (4) Any other
amendment must be signed by: (A) at least one general partner; and (B) each other person designated
in the amendment as a new general partner. (5) A restated certificate of formation must be
signed by at least one general partner and, to the extent...
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10A-5A-6.01
Section 10A-5A-6.01 Member's power to dissociate; wrongful dissociation. (a) A person has the
power to dissociate as a member. (b) A person's dissociation from a limited liability company
is wrongful only if: (1) it is in breach of an express provision of the limited liability
company agreement; (2) the person is expelled as a member by judicial determination under
Section 10A-5A-6.02(e); or (3) the person is dissociated by becoming a debtor in bankruptcy
or making a general assignment for the benefit of creditors. (c) A person that wrongfully
dissociates as a member is liable to the limited liability company and, subject to Section
10A-5A-9.01, to the other members for damages caused by the dissociation. The liability is
in addition to any other debt, obligation, or liability of the member to the limited liability
company or the other members. (Act 2014-144, p. 265, §1.)...
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10A-8A-5.04
Section 10A-8A-5.04 Power of personal representative of deceased partner. If a partner dies,
the deceased partner's personal representative or other legal representative may: (a) for
the period of time that the deceased partner's personal representative or other legal representative
holds the deceased partner's transferable interest: (1) exercise the rights of a holder of
transferable interests under this chapter; (2) exercise the rights of a transferee under Section
10A-8A-5.02; and (3) for purposes of settling the estate, exercise the rights of a current
partner under Section 10A-8A-4.10; and (b) for the period of time that the deceased partner's
personal representative or other legal representative does not hold the deceased partner's
transferable interest, for purposes of settling the estate, exercise the rights of a person
dissociated as a partner under Section 10A-8A-4.10. (Act 2018-125, §7.)...
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10A-9A-7.04
Section 10A-9A-7.04 Power of personal representative of deceased partner. If a partner dies,
the deceased partner's personal representative or other legal representative may: (a) for
the period of time that the deceased partner's personal representative or other legal representative
holds the deceased partner's transferable interest: (1) exercise the rights of a holder of
transferable interests under this chapter; (2) exercise the rights of a transferee under Section
10A-9A-7.02; and (3) for purposes of settling the estate, exercise the rights of a current
limited partner under Section 10A-9A-3.04; and (b) for the period of time that the deceased
partner's personal representative or other legal representative does not hold the deceased
partner's transferable interest, for purposes of settling the estate, exercise the rights
of a person dissociated as a limited partner under Section 10A-9A-3.04. (Act 2016-379, §1.)...

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10A-8A-3.08
Section 10A-8A-3.08 Liability of purported partner. Except as provided in Section 10A-8A-3.06:
(a) If a person, by words or conduct, purports to be a partner, or consents to being represented
by another as a partner, in a partnership or with one or more persons not partners, the purported
partner is liable to a person to whom the representation is made, if that person, relying
on the representation, enters into a transaction with the actual or purported partnership.
If the representation, either by the purported partner or by a person with the purported partner's
consent, is made in a public manner, the purported partner is liable to a person who relies
upon the purported partnership even if the purported partner is not aware of being held out
as a partner to the claimant. If partnership liability results, the purported partner is liable
with respect to that liability as if the purported partner were a partner. If no partnership
liability results, the purported partner is liable with...
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10A-9A-8.03
Section 10A-9A-8.03 Right to wind up activities and affairs. (a) If a dissolved limited partnership
has a general partner or general partners that have not dissociated, that general partner
or those general partners shall wind up the activities and affairs of the limited partnership
and shall have the powers set forth in Section 10A-9A-8.04. (b) If a dissolved limited partnership
does not have a general partner, a person or persons to wind up the dissolved limited partnership's
activities and affairs may be appointed by the consent of a majority of the limited partners.
(c) The designated court, and if none, the circuit court for the county in which the limited
partnership's principal office within this state is located, and if the limited partnership
does not have a principal office within this state then the circuit court for the county in
which the limited partnership's most recent registered office is located, may order judicial
supervision of the winding up of a dissolved limited...
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