Section 10A-9A-6.05

Effect of dissociation as general partner.

(a) Upon a person's dissociation as a general partner:

(1) the person's right to participate as a general partner in the management and conduct of the partnership's activities and affairs terminates;

(2) the person's duty to refrain from competing with the limited partnership in the conduct or winding up of the limited partnership's activities and affairs terminates;

(3) the person's following duties continue only with regard to matters arising and events occurring before the person's dissociation as a general partner:

(A) the duty to account to the limited partnership and hold as trustee for it any property, profit, or benefit derived by the general partner in the conduct and winding up of the limited partnership's activities and affairs or derived from a use by the general partner of limited partnership property, including the appropriation of a limited partnership opportunity;

(B) the duty to refrain from dealing with the limited partnership in the conduct or winding up of the limited partnership's activities and affairs as or on behalf of a party having an interest adverse to the limited partnership; and

(C) the duty of care under Section 10A-9A-4.08;

(4) the person may sign and deliver for filing in accordance with Article 4 of Chapter 1, a statement of dissociation pertaining to the person and, at the request of the limited partnership, if the limited partnership has not filed a statement of dissolution, shall sign an amendment to the certificate of formation which states that the person has dissociated; and

(5) subject to Section 10A-9A-7.04, Article 10 of this chapter and Article 8 of Chapter 1, any transferable interest owned by the person immediately before dissociation in the person's capacity as a general partner is owned immediately after dissociation by the person as a mere transferee.

(b) A person's dissociation as a general partner does not of itself discharge the person from any duty, debt, obligation, or liability to the limited partnership or the other partners which the person incurred while a general partner.

(Act 2016-379, §1.)