§ 29-706-07

07. Liability to other persons of person dissociated as general partner. (a) A person’s dissociation as a general partner shall 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) of this section, the person shall not be liable for a limited partnership’s debt, obligation, or other liability incurred after dissociation. (b) A person whose dissociation as a general partner resulted in a dissolution and winding up of the limited partnership’s activities and affairs shall not be liable to the same extent as a general partner under § 29-704.04 on a debt, obligation, or other liability incurred by the limited partnership under § 29-708.04. (c) 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 and affairs shall not be liable on a transaction entered into by the limited partnership after the dissociation only if: (1) A general partner would be liable on the transaction; and (2) At the time the other

rs shall not be liable on a transaction entered into by the limited partnership after the dissociation only if: (1) A general partner would be liable on the transaction; and (2) At the time the other party enters into the transaction: (A) Less than 2 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. (d) 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 a debt, liability, or other obligation of the limited partnership. (e) A person dissociated as a general partner shall be released from liability for a debt, obligation, or other liability 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 a debt, obligation, or other liability. (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C.

person’s consent, agrees to a material alteration in the nature or time of payment of the a debt, obligation, or other liability. (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(g)(7)(G), 59 DCR 13171.) Section References This section is referenced in § 29-708.09 and § 29-710.07. Effect of Amendments The 2013 amendment by D.C. Law 19-210 substituted 'a debt, obligation, or other liability' for 'an obligation' or variants thereof in (a), (d) and (e); and substituted 'activities and affairs' for 'activities' in (b) and (c). Editor's Notes Uniform Law: This section is based on § 607 of the Uniform Limited Partnership Act (2001 Act). Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.