Section 10-9C-804

(Effective January 1, 2010) Power 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 10-9C-402 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 10-9C-402 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, §1.)