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



(1)  The person's right to participate as a general
partner in the management and conduct of the partnership's activities
terminates;



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



(3)  The person's duty of loyalty as a general partner
under 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 the
person's dissociation as a general partner;



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



(5)  Subject to section 425E-704 and article 11, any
transferable interest owned by the person immediately before dissociation in
the person's capacity as a general partner is owned by the person as a mere
transferee.



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