§ 61-3-605. Effect of Dissociation as General Partner
If a person is dissociated as a general partner: The person’s right to participate as a general partner in the management and conduct of the limited partnership’s activities and affairs terminates; The person’s duties and obligations as a general partner under § 61-3-409 end with regard to matters arising and events occurring after the person’s […]
§ 61-3-606. Power to Bind and Liability of Person Dissociated as General Partner
After a person is dissociated as a general partner and before the limited partnership is merged out of existence or converted under part 11 of this chapter, or dissolved, the partnership is bound by an act of the person only if: The act would have bound the partnership under § 61-3-402 before the dissociation; and […]
§ 61-3-607. Liability of Person Dissociated as General Partner to Other Person
A person’s dissociation as a general partner does 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), the person is not liable for a partnership obligation incurred after dissociation. A […]
§ 61-3-601. Dissociation as Limited Partner
A person does not have a right to dissociate as a limited partner before the completion of the winding up of the limited partnership. A person is dissociated as a limited partner when: The limited partnership knows or has notice of the person’s express will to withdraw as a limited partner, but, if the person […]
§ 61-3-602. Effect of Dissociation as Limited Partner
If a person is dissociated as a limited partner: Subject to § 61-3-704, the person does not have further rights as a limited partner; The person’s contractual obligation of good faith and fair dealing as a limited partner under § 61-3-305(a) ends with regard to matters arising and events occurring after the person’s dissociation; and […]
§ 61-3-603. Dissociation as General Partner
A person is dissociated as a general partner when: The limited partnership knows or has notice of the person’s express will to withdraw as a general partner, but, if the person has specified a withdrawal date later than the date the partnership knew or had notice, on that later date; An event stated in the […]
§ 61-3-604. Power to Dissociate as General Partner — Wrongful Dissociation
A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by withdrawing as a general partner by express will under § 61-3-603(1). A person’s dissociation as a general partner is wrongful only if the dissociation: Is in breach of an express provision of the partnership agreement; or Occurs […]