(a) After a person is dissociated as a general partner and before the limited partnership is dissolved, converted under article 11, or merged out of existence under article 11, the limited partnership shall be bound by an act of the person only if:

Terms Used In Hawaii Revised Statutes 425E-606

  • General partner: means :

    (1) With respect to a limited partnership, a person that:

    (A) Becomes a general partner under § 425E-401; or

    (B) Was a general partner in a limited partnership when the limited partnership became subject to this chapter under section 425E-1204(a) or (b); and

    (2) With respect to a foreign limited partnership, a person that has rights, powers, and obligations similar to those of a general partner in a limited partnership. See Hawaii Revised Statutes 425E-102

  • 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.
  • Partner: means a limited partner or general partner. See Hawaii Revised Statutes 425E-102
  • 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 any individual or entity. See Hawaii Revised Statutes 425E-102
  • Person dissociated as a general partner: means a person dissociated as a general partner of a limited partnership. See Hawaii Revised Statutes 425E-102
(1) The act would have bound the limited partnership under § 425E-402 before the dissociation; and
(2) At the time the other party enters into the transaction:

(A) Less than two years has passed since the dissociation; and
(B) The other party does not have notice of the dissociation and reasonably believes that the person is a general partner.
(b) If a limited partnership is bound under subsection (a), the person dissociated as a general partner which caused the limited partnership to be bound shall be liable:

(1) To the limited partnership for any damage caused to the limited partnership arising from the obligation incurred under subsection (a); and
(2) If a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability.
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