35-12-1017. Effect of dissociation as limited partner. (1) Upon a person‘s dissociation as a limited partner:

Terms Used In Montana Code 35-12-1017

  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • Person: includes a corporation or other entity as well as a natural person. See Montana Code 1-1-201

(a)subject to 35-12-1105, the person does not have further rights as a limited partner;

(b)the person’s obligation of good faith and fair dealing as a limited partner under 35-12-707(2) continues only as to matters arising and events occurring before the dissociation; and

(c)subject to 35-12-1105 and Title 35, chapter 12, part 15, any transferable interest owned by the person in the person’s capacity as a limited partner immediately before dissociation is owned by the person as a mere transferee.

(2)A person’s dissociation as a limited partner does not of itself discharge the person from any obligation to the limited partnership or the other partners that the person incurred while a limited partner.