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2011 Idaho Code
TITLE 53 PARTNERSHIP
CHAPTER 2 UNIFORM LIMITED PARTNERSHIP ACT
PART 6 DISSOCIATION
53-2-607 LIABILITY TO OTHER PERSONS OF PERSON DISSOCIATED AS GENERAL PARTNER.

Universal Citation:
ID Code § 53-2-607 (2011 through Reg Sess)
Learn more This media-neutral citation is based on the American Association of Law Libraries Universal Citation Guide and is not necessarily the official citation.

TITLE 53

PARTNERSHIP

CHAPTER 2

UNIFORM LIMITED PARTNERSHIP ACT

PART 6

DISSOCIATION

53-2-607. Liability to other persons of person dissociated as general partner. (1) A person’s dissociation as a general partner does not of itself discharge the person’s liability as a general partner for an obligation of the limited partnership incurred before dissociation. Except as otherwise provided in subsections (2) and (3) of this section, the person is not liable for a limited partnership’s obligation incurred after dissociation.

(2) A person whose dissociation as a general partner resulted in a dissolution and winding up of the limited partnership’s activities is liable to the same extent as a general partner under section 53-2-404, Idaho Code, on an obligation incurred by the limited partnership under section 53-2-804, Idaho Code.

(3) 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 is liable on a transaction entered into by the limited partnership after the dissociation only if:

(a) A general partner would be liable on the transaction; and

(b) At the time the other party enters into the transaction:

(i) Less than two (2) years has passed since the dissociation; and

(ii) The other party does not have notice of the dissociation and reasonably believes that the person is a general partner.

(4) 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 an obligation of the limited partnership.

(5) A person dissociated as a general partner is released from liability for an obligation 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 obligation.

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