North Dakota Code 45-10.2-70 – (804) Power of general partner and person dissociated as general partner to bind partnership after dissolution
1. A limited partnership is bound by an act of a general partner after dissolution which:
Terms Used In North Dakota Code 45-10.2-70
- 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.
- Partnership: includes a limited liability partnership registered under chapter 45-22. See North Dakota Code 1-01-49
- Person: means an individual, organization, government, political subdivision, or government agency or instrumentality. See North Dakota Code 1-01-49
a. Is appropriate for winding up the activities of a limited partnership; or
b. Would have bound the limited partnership under section 45-10.2-38 before dissolution, if, at the time the other party enters into the transaction, the other party does not have notice of the dissolution.
2. A person dissociated as a general partner binds a limited partnership through an act occurring after dissolution if:
a. At the time the other party enters into the transaction:
(1) Less than two years have passed since the dissociation; and
(2) The other party does not have notice of the dissociation and reasonably believes that the person is a general partner; and
b. The act:
(1) Is appropriate for winding up the activities of the limited partnership; or
(2) Would have bound the limited partnership under section 45-10.2-38 before dissolution and at the time the other party enters into the transaction the other party does not have notice of the dissolution.