Title 7
Corporations, Associations, and Partnerships

Chapter 13.1
Uniform Limited Partnership Act

Part 8
Dissolution and Winding Up

§ 7-13.1-805. Liability after dissolution of general partner and person dissociated as general partner.

(a) If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under § 7-13.1-804(a) by an act that is not appropriate for winding up the partnership’s activities and affairs, the general partner is liable:

(1) To the partnership for any damage caused to the partnership arising from the obligation; and

(2) If another general partner or a person dissociated as a general partner is liable for the obligation, to that other general partner or person for any damage caused to that other general partner or person arising from the liability.

(b) If a person dissociated as a general partner causes a limited partnership to incur an obligation under § 7-13.1-804(b), the person is liable:

(1) To the partnership for any damage caused to the partnership arising from the obligation; and

(2) If a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the obligation.