Effect of dissociation as limited partner

  1. Law
  2. Mississippi Code
  3. Corporations, Associations, and Partnerships
  4. Mississippi Uniform Limited Partnership Act
  5. Dissociation
  6. Effect of dissociation as limited partner

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If a person is dissociated as a limited partner:

  1. Subject to Section 79-14-704, the person does not have further rights as a limited partner;
  2. The person's contractual obligation of good faith and fair dealing as a limited partner under Section 79-14-305(a) ends with regard to matters arising and events occurring after the person's dissociation; and
  3. Subject to Section 79-14-704 and Article 11, any transferable interest owned by the person in the person's capacity as a limited partner immediately before dissociation is owned by the person solely as a transferee.

A person's dissociation as a limited partner does not of itself discharge the person from any debt, obligation, or other liability to the limited partnership or the other partners which the person incurred while a limited partner.


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