Section 10A-9-8.04


Published: 2015

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Section 10A-9-8.04

Section 10A-9-8.04Power of general partner and person dissociated as general partner to bind partnership after dissolution.

(a) A limited partnership is bound by a general partner's act after dissolution which:



(1) is appropriate for winding up the limited partnership's activities; or



(2) would have bound the limited partnership under Section 10A-9-4.02 before dissolution, if, at the time the other party enters into the transaction, the other party does not have notice of the dissolution.



(b) A person dissociated as a general partner binds a limited partnership through an act occurring after dissolution only if:



(1) 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; and



(2) the act:



(A) is appropriate for winding up the limited partnership's activities; or



(B) would have bound the limited partnership under Section 10A-9-4.02 before dissolution and at the time the other party enters into the transaction the other party does not have notice of the dissolution.

(Act 2009-621, p. 1805, §1.)