§ 61-3-804. Power to Bind Partnership After Dissolution
A limited partnership is bound by a general partner’s act after dissolution that:
Is appropriate for winding up the limited partnership’s activities and affairs; or
Would have bound the partnership under § 61-3-402 before dissolution if, at the time the other party enters into the transaction, the other party does not know or have notice of the dissolution.
A person dissociated as a general partner binds a limited partnership through an act occurring after dissolution if:
At the time the other party enters into the transaction:
Less than one (1) year has passed since the dissociation; and
The other party does not know or have notice of the dissociation and reasonably believes that the person is a general partner; and
The act:
Is appropriate for winding up the limited partnership’s activities and affairs; or
Would have bound the limited partnership under § 61-3-402 before dissolution and at the time the other party enters into the transaction the other party does not know or have notice of the dissolution.
