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Current as of January 01, 2021 | Updated by FindLaw Staff
(1) A person's dissociation as a general partner does not of itself discharge the person's liability as a general partner for a limited partnership's obligation 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 KRS 362.2-404 on an obligation incurred by the limited partnership under KRS 362.2-804.
(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:
1. Less than two (2) years have passed since the dissociation; and
2. The other party does not have notice of the dissociation and reasonably believes that the person is a general partner.
(4) By agreement with the limited partnership's creditor and the limited partnership, a person dissociated as a general partner may be released from liability for a limited partnership's obligation.
(5) A person dissociated as a general partner is released from liability for a limited partnership's obligation if a 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 limited partnership's obligation.
Cite this article: FindLaw.com - Kentucky Revised Statutes Title XXIX. Commerce and Trade § 362.2-607.Liability to other persons of person dissociated as general partner - last updated January 01, 2021 | https://codes.findlaw.com/ky/title-xxix-commerce-and-trade/ky-rev-st-sect-362-2-607/
FindLaw Codes may not reflect the most recent version of the law in your jurisdiction. Please verify the status of the code you are researching with the state legislature or via Westlaw before relying on it for your legal needs.
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