§ 54-500-1112a

POWER OF GENERAL PARTNERS AND PERSONS DISSOCIATED AS GENERAL PARTNERS TO BIND ORGANIZATION AFTER CONVERSION OR MERGER. (a) An act of a person that immediately before a conversion or merger became effective was a general partner in a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if:(1) before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under Section 36 of this act; and(2) at the time the third party enters into the transaction, the third party:(A)does not have notice of the conversion or merger; and(B)reasonably believes that the converted or surviving business is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership.(b) An act of a person that before a conversion or merger became effective was dissociated as a general partner from a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if:(1) before the conversion or merger became

tner from a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if:(1) before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under Section 36 of this act if the person had been a general partner; and(2) at the time the third party enters into the transaction, less than two (2) years have passed since the person dissociated as a general partner and the third party:(A)does not have notice of the dissociation;(B)does not have notice of the conversion or merger; and(C)reasonably believes that the converted or surviving organization is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership.(c) If a person having knowledge of the conversion or merger causes a converted or surviving organization to incur an obligation under subsection (a) or (b) of this section, the person is liable:(1) to the converted or surviving organization for any damage caused to the organization arising from the obligation; and(2) if another person is liable for the

of this section, the person is liable:(1) to the converted or surviving organization for any damage caused to the organization arising from the obligation; and(2) if another person is liable for the obligation, to that other person for any damage caused to that other person arising from the liability.Added by Laws 2010, c. 384, § 99, eff. Jan. 1, 2011.