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§1394. Power of general partner and person dissociated as general partner to bind partnership after dissolution


Published: 2015

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§1394. Power of general partner and person dissociated as general partner to bind partnership
after dissolution








1. General partner's act after dissolution. 
A limited partnership is bound by a general partner's act after dissolution that:





A. Is appropriate for winding up the limited partnership's activities; or [2005, c. 543, Pt. C, §2 (NEW).]










B. Would have bound the limited partnership under section 1352 before dissolution,
if, at the time the other party enters into the transaction, the other party does
not have notice of the dissolution. [2005, c. 543, Pt. C, §2 (NEW).]







[
2005, c. 543, Pt. C, §2 (NEW)
.]








2. Dissociated general partner's act after dissolution. 
A person dissociated as a general partner binds a limited partnership through an
act occurring after dissolution if:





A. At the time the other party enters into the transaction:





(1) Less than 2 years has passed since the dissociation; and







(2) The other party does not have notice of the dissociation and reasonably believes
that the person is a general partner; and [2005, c. 543, Pt. C, §2 (NEW).]













B. The act:





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







(2) Would have bound the limited partnership under section 1352 before dissolution
and at the time the other party enters into the transaction the other party does not
have notice of the dissolution. [2005, c. 543, Pt. C, §2 (NEW).]










[
2005, c. 543, Pt. C, §2 (NEW)
.]





SECTION HISTORY

2005, c. 543, §C2 (NEW).