2012 Connecticut General Statutes
Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts
Chapter 614 - Uniform Partnership Act. Limited Liability Partnerships
Section 34-364 - *(See end of section for amended version of subsection (b) and effective date.) Dissociated partner’s liability to other persons.

(a) A partner’s dissociation does not of itself discharge the partner’s liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in subsection (b) of this section.

*(b) A partner who dissociates without resulting in a dissolution and winding up of the partnership business is liable as a partner to the other party in a transaction entered into by the partnership, or a surviving partnership under sections 34-384 to 34-391, inclusive, within two years after the partner’s dissociation, only if at the time of entering into the transaction the other party: (1) Reasonably believed that the dissociated partner was then a partner; (2) did not have notice of the partner’s dissociation; and (3) is not deemed to have had knowledge under subsection (e) of section 34-324 or notice under subsection (c) of section 34-365.

(c) By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation.

(d) A dissociated partner is released from liability for a partnership obligation if a partnership creditor, with notice of the partner’s dissociation but without the partner’s consent, agrees to a material alteration in the nature or time of payment of a partnership obligation.

(P.A. 95-341, S. 36, 58.)

*Note: On and after January 1, 2014, subsection (b) of this section, as amended by section 56 of public act 11-241, is to read as follows:

“(b) A partner who dissociates without resulting in a dissolution and winding up of the partnership business is liable as a partner to the other party in a transaction entered into by the partnership, or a surviving partnership under sections 34-384 and 34-388 to 34-390, inclusive, within two years after the partner’s dissociation, only if at the time of entering into the transaction the other party: (1) Reasonably believed that the dissociated partner was then a partner; (2) did not have notice of the partner’s dissociation; and (3) is not deemed to have had knowledge under subsection (e) of section 34-324 or notice under subsection (c) of section 34-365.”

(P.A. 95-341, S. 36, 58; P.A. 11-241, S. 56.)

History: P.A. 95-341 effective July 1, 1997; P.A. 11-241 amended Subsec. (b) to replace reference to “sections 34-384 to 34-391, inclusive” with reference to “sections 34-384 and 34-388 to 34-390, inclusive”, effective January 1, 2014.