Power to bind partnership after dissolution

  1. Law
  2. Mississippi Code
  3. Corporations, Associations, and Partnerships
  4. Mississippi Uniform Limited Partnership Act
  5. Dissolution and Winding Up
  6. Power to bind partnership after dissolution

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

  1. Is appropriate for winding up the partnership's activities and affairs; or
  2. Would have bound the partnership under Section 79-14-402 before dissolution if, at the time the other party enters into the transaction, the other party does not know or have notice of the dissolution.

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

At the time the other party enters into the transaction:

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

The other party does not know or have notice of the dissociation and reasonably believes that the person is a general partner; and

The act:

Is appropriate for winding up the partnership's activities and affairs; or

Would have bound the partnership under Section 79-14-402 before dissolution and at the time the other party enters into the transaction the other party does not know or have notice of the dissolution.


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