[§425E-605]  Effect of dissociationas a general partner.  (a)  Upon a person's dissociation as ageneral partner:

(1)  The person's right to participate as a generalpartner in the management and conduct of the partnership's activitiesterminates;

(2)  The person's duty of loyalty as a general partnerunder section 425E-408(b)(3) terminates;

(3)  The person's duty of loyalty as a general partnerunder section 425E-408(b)(1) and (2) and duty of care under section 425E-408(c)continue only with regard to matters arising and events occurring before theperson's dissociation as a general partner;

(4)  The person may sign and deliver to the directorfor filing a statement of dissociation pertaining to the person and, at therequest of the limited partnership, shall sign an amendment to the certificateof limited partnership which states that the person has dissociated; and

(5)  Subject to section 425E-704 and article 11, anytransferable interest owned by the person immediately before dissociation inthe person's capacity as a general partner is owned by the person as a meretransferee.

(b)  A person's dissociation as a generalpartner shall not of itself discharge the person from any obligation to thelimited partnership or the other partners which the person incurred while ageneral partner. [L 2003, c 210, pt of §1]