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

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

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

    2. (2) would have bound the limited partnership under § 4-47-402 before dissolution, if, at the time the other party enters into the transaction, the other party does not have notice of the dissolution.

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

    1. (1) at the time the other party enters into the transaction:

      1. (A) less than two years has passed since the dissociation; and

      2. (B) the other party does not have notice of the dissociation and reasonably believes that the person is a general partner; and

    2. (2) the act:

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

      2. (B) would have bound the limited partnership under § 4-47-402 before dissolution and at the time the other party enters into the transaction the other party does not have notice of the dissolution.


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