(a) A limited partnership is bound by a general partner‘s act after dissolution which:

Terms Used In Alabama Code 10A-9A-8.04

  • GENERAL PARTNER: means :
    (A) with respect to a limited partnership, a person that:
    (i) is admitted as a general partner under Section 10A-9A-4. See Alabama Code 10A-9A-1.02
  • partner: means a limited partner or general partner. See Alabama Code 10A-9A-1.02
  • 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 as well as a natural person. See Alabama Code 1-1-1
  • PERSON DISSOCIATED AS A GENERAL PARTNER: means a person dissociated as a general partner of a limited partnership. See Alabama Code 10A-9A-1.02
(1) is appropriate for winding up the limited partnership’s activities and affairs; or
(2) would have bound the limited partnership under Section partner agent of limited partnership” class=”unlinked-ref” datatype=”S” sessionyear=”2020″ statecd=”AL” title=”10A”>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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