§425E-1204  Application to existingrelationships.  (a)  Before December 31, 2004, this chaptergoverns only:

(1)  A limited partnership formed on or after July 1,2004; and

(2)  Except as otherwise provided in subsections (c)and (d), a limited partnership formed before July 1, 2004, which elects, in themanner provided in its partnership agreement or by law for amending thepartnership agreement, to be subject to this chapter.

(b)  Except as otherwise provided in subsection(c), on and after December 31, 2004, this chapter shall govern all limitedpartnerships.

(c)  With respect to a limited partnershipformed before July 1, 2004, the following rules apply except as the partnersotherwise elect in the manner provided in the partnership agreement or by lawfor amending the partnership agreement:

(1)  Section 425E-104(c)shall not apply and the limited partnership has whatever duration it had underthe law applicable immediately before July 1, 2004;

(2)  Sections 425E-601and 425E-602 shall not apply and alimited partner has the same right and power to dissociate from the limitedpartnership, with the same consequences, as existed immediately before July 1,2004;

(3)  Section 425E-603(4) shall not apply;

(4)  Section 425E-603(5) shall not apply and a courthas the same power to expel a general partner as the court had immediatelybefore July 1, 2004; and

(5)  Section 425E-801(3) shall not apply and theconnection between a person's dissociation as a general partner and thedissolution of the limited partnership is the same as existed immediatelybefore July 1, 2004.

(d)  With respect to a limited partnership thatelects pursuant to subsection (a)(2) to be subject to this chapter, after theelection takes effect the provisions of this chapter relating to the liabilityof the limited partnership's general partners to third parties apply:

(1)  Before December 31, 2004, to:

(A)  A third party that had not done businesswith the limited partnership in the year before the election took effect; and

(B)  A third party that had done business withthe limited partnership in the year before the election took effect only if thethird party knows or has received a notification of the election; and

(2)  On and after December 31, 2004, to all thirdparties, but those provisions remain inapplicable to any obligation incurredwhile those provisions were inapplicable under paragraph (1)(B). [L 2003, c210, pt of §1; am L 2006, c 184, §31]