2005 Minnesota Statutes - 321.0804 — Power of general partner and person dissociated as general partner to bind partnership after dissolution.

     321.0804 Power of general partner and person dissociated 
  as general partner to bind partnership after dissolution. 


    (a) A limited partnership is bound by a general partner's 
 act after dissolution which: 


    (1) is appropriate for winding up the limited partnership's 
 activities; or 


    (2) would have bound the limited partnership under section 
 321.0402 before dissolution, if, at the time the other party 
 enters into the transaction, the other party does not have 
 notice of the dissolution. 


    (b) A person dissociated as a general partner binds a 
 limited partnership through an act occurring after dissolution 
 if: 


    (1) at the time the other party enters into the transaction:


    (A) less than two years has passed since the dissociation; 
 and 


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


    (2) the act: 


    (A) is appropriate for winding up the limited partnership's 
 activities; or 


    (B) would have bound the limited partnership under section 
 321.0402 before dissolution and at the time the other party 
 enters into the transaction the other party does not have notice 
 of the dissolution. 


    HIST: 2004 c 199 art 8 s 66