35-12-1211 . Power of general partner and person dissociated as general partner to bind partnership after dissolution. (1) A limited partnership is bound by a general partner's act after dissolution that: (a) is appropriate for winding up the limited partnership's activities; or (b) would have bound the limited partnership under 35-12-806 before dissolution if, at the time the other party enters into the transaction, the other party does not have notice of the dissolution. (2) A person dissociated as a general partner binds a limited partnership through an act occurring after dissolution if: (a) at the time the other party enters into the transaction: (i) less than 2 years has passed since the dissociation; and (ii) the other party does not have notice of the dissociation and reasonably believes that the person is a general partner; and (b) the act: (i) is appropriate for winding up the limited partnership's activities; or (ii) would have bound the limited partnership under 35-12-806 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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