(a) A limited partnership is bound by a general partner’s act after dissolution which: (1) Is appropriate for winding up the partnership’s activities and affairs; or (2) Would have bound the partnership under § 7-13.1-402 before dissolution if, at the time the other party enters into the transaction, the other party does not know or have notice of the dissolution. (b) A person dissociated as a general partner binds a limited partnership through an act occurring after dissolution if: (1) At the time the other party enters into the transaction: (i) Less than two (2) years has passed since the dissociation; and (ii) The other party does not know or have notice of the dissociation and reasonably believes that the person is a general partner; and (2) The act: (i) Is appropriate for winding up the partnership’s activities and affairs; or (ii) Would have bound the partnership under § 7-13.1-402 before dissolution and at the time the other party enters into the transaction the other party does not know or have notice of the dissolution.
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