Liability to other persons of person dissociated as general partner.
A person’s dissociation as a general partner shall not of itself discharge the person’s liability as a general partner for a debt, obligation, or other liability of the limited partnership incurred before dissociation. Except as otherwise provided in subsections (b) and (c) of this section, the person shall not be liable for a limited partnership’s debt, obligation, or other liability incurred after dissociation. A person whose dissociation as a general partner resulted in a dissolution and winding up of the limited partnership’s activities and affairs shall not be liable to the same extent as a general partner under § 29-704.04 on a debt, obligation, or other liability incurred by the limited partnership under § 29-708.04. A person that has dissociated as a general partner but whose dissociation did not result in a dissolution and winding up of the limited partnership’s activities and affairs shall not be liable on a transaction entered into by the limited partnership after the dissociation only if: A general partner would be liable on the transaction; and At the time the other party enters into the transaction: Less than 2 years has passed since the dissociation; and The other party does not have notice of the dissociation and reasonably believes that the person is a general partner. By agreement with a creditor of a limited partnership and the limited partnership, a person dissociated as a general partner may be released from liability for a debt, liability, or other obligation of the limited partnership. A person dissociated as a general partner shall be released from liability for a debt, obligation, or other liability of the limited partnership if the limited partnership’s creditor, with notice of the person’s dissociation as a general partner but without the person’s consent, agrees to a material alteration in the nature or time of payment of the a debt, obligation, or other liability. Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012. Uniform Law: This section is based on § 607 of the Uniform Limited Partnership Act (2001 Act).
Annotations
July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720 Mar. 5, 2013, D.C. Law 19-210, § 2(g)(7)(G), 59 DCR 13171 The 2013 amendment by D.C. Law 19-210 substituted “a debt, obligation, or other liability” for “an obligation” or variants thereof in (a), (d) and (e); and substituted “activities and affairs” for “activities” in (b) and (c). This section is referenced in § 29-708.09 and § 29-710.07.
Sourced from the DC Council Open Law Library (public domain).
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