(a) A limited partnership is bound by a general partner’s act after dissolution which: (1) is appropriate for winding up the limited partnership’s activities and affairs; or (2) would have bound the limited partnership under Section 10A-9A-4.02 before dissolution, if, at the time the other party enters into the transaction, the other party does not have notice of the dissolution. (b) A person dissociated as a general partner binds a limited partnership through an act occurring after dissolution only if: (1) at the time the other party enters into the transaction the other party does not have notice of the dissociation and reasonably believes that the person is a general partner; and (2) the act: (A) is appropriate for winding up the limited partnership’s activities and affairs; or (B) would have bound the limited partnership under Section 10A-9A-4.02 before dissolution and at the time the other party enters into the transaction the other party does not have notice of the dissolution.
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