35-12-1211. Power of general partner and person dissociated as general partner to bind partnership after dissolution. (1) A limited partnership is bound by a general partner's act after dissolution that:
     (a) is appropriate for winding up the limited partnership's activities; or
     (b) would have bound the limited partnership under 35-12-806 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:
     (i) less than 2 years has passed since the dissociation; and
     (ii) the other party does not have notice of the dissociation and reasonably believes that the person is a general partner; and
     (b) the act:
     (i) is appropriate for winding up the limited partnership's activities; or
     (ii) would have bound the limited partnership under 35-12-806 before dissolution and at the time the other party enters into the transaction the other party does not have notice of the dissolution.

     History: En. Sec. 63, Ch. 216, L. 2011.