Section 10A-8-7.03

Dissociated partner's liability to other persons.

(a) A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as provided in subsection (b).

(b) A partner who dissociates without resulting in a dissolution and winding up of the partnership business is liable as a partner to the other party in a transaction entered into by the partnership, or a surviving partnership or other surviving entity under Article 8 of Chapter 1, within two years after the partner's dissociation, only if the obligation is one for which the partner is personally liable under Section 10A-8-3.06 and at the time of entering into the transaction the other party:

(1) reasonably believed that the dissociated partner was then a partner;

(2) did not have notice of the partner's dissociation; and

(3) is not deemed to have had knowledge under Section 10A-8-3.03(e) or notice under Section 10A-8-7.04(c).

(c) By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation for which the partner is personally liable under Section 10A-8-3.06.

(d) A dissociated partner is released from liability for a partnership obligation if a partnership creditor, with notice of the partner's dissociation but without the partner's consent, agrees to a material alteration in the nature or time of payment of a partnership obligation for which the partner is personally liable under Section 10A-8-3.06.

(Acts 1996, No. 96-528, p. 685, §1; §10-8A-703; amended and renumbered by Act 2009-513, p. 967, §260.)