(1) If a person is dissociated as a general partner, all of the following apply: (a) The person’s right to participate as a general partner in the management and conduct of the limited partnership’s activities and affairs terminates. (b) The person’s duties and obligations as a general partner under s. 179.0409 end with regard to matters arising and events occurring after the person’s dissociation. (c) 1. The person may sign and deliver to the department for filing a statement of dissociation pertaining to the person and, at the request of the limited partnership, shall sign an amendment to the certificate of limited partnership which states that the person has dissociated as a general partner. 2. The statement of dissociation or amendment under subd. 1. is a limitation on the authority of a person dissociated as a partner for the purposes of s. 179.04023. (d) Subject to s. 179.0704 and subch. XI, any transferable interest owned by the person in the person’s capacity as a general partner immediately before dissociation is owned by the person solely as a transferee. (2) A person’s dissociation as a general partner does not of itself discharge the person from any debt, obligation, or other liability to the limited partnership or the other partners which the person incurred while a general partner. (3m) Continued use of a limited partnership name, or the name of a person dissociated as a partner as part of the partnership name, by partners continuing the partnership’s activities and affairs does not of itself make the person dissociated as a partner liable for an obligation of the partners or the partnership continuing the partnership’s activities and affairs.
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