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(a) A person's dissociation as a general partner does 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), the person is not liable for a partnership obligation incurred after dissociation.
(b) A person whose dissociation as a general partner results in a dissolution and winding up of the limited partnership's activities and affairs is liable on an obligation incurred by the partnership under Section 79-14-805 to the same extent as a general partner under Section 79-14-404.
(c) A person that is dissociated as a general partner without the dissociation resulting in a dissolution and winding up of the limited partnership's activities and affairs is liable on a transaction entered into by the 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 two (2) years has passed since the dissociation; and
(B) The other party does not have knowledge or 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 partnership, a person dissociated as a general partner may be released from liability for a debt, obligation, or other liability of the partnership.
(e) A person dissociated as a general partner is released from liability for a debt, obligation, or other liability of the limited partnership if the partnership's creditor, with knowledge or 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 debt, obligation, or other liability.
Cite this article: FindLaw.com - Mississippi Code Title 79. Corporations, Associations, and Partnerships § 79-14-607. Liability of person dissociated as general partner to other persons - last updated January 01, 2018 | https://codes.findlaw.com/ms/title-79-corporations-associations-and-partnerships/ms-code-sect-79-14-607/
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