Maine § 1377. - Liability to other persons of person dissociated as general partner

Full text of Maine Maine Revised Statutes § 1377. — Liability to other persons of person dissociated as general partner, with citation guidance and answers to common questions.

§ 1377.. Liability to other persons of person dissociated as general partner

1.  Liability of dissociated general partner.  A person's dissociation as a general partner does not of itself discharge the person's liability as a general partner for an obligation of the limited partnership incurred before dissociation. Except as otherwise provided in subsections 2 and 3, the person is not liable for a limited partnership's obligation incurred after dissociation.

2.  Liability when dissociation resulted in dissolution.  A person whose dissociation as a general partner resulted in a dissolution and winding up of the limited partnership's activities is liable to the same extent as a general partner under section 1354 on an obligation incurred by the limited partnership under section 1394.

3.  Liability when dissociation did not result in dissolution.  A person that has dissociated as a general partner but whose dissociation did not result in a dissolution and winding up of the limited partnership's activities is liable on a transaction entered into by the limited partnership after the dissociation only if:

A. A general partner would be liable on the transaction; and   [PL 2005, c. 543, Pt. C, §2 (NEW).]

B. At the time the other party enters into the transaction:  

(1) Less than 2 years has 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.   [PL 2005, c. 543, Pt. C, §2 (NEW).]

4.  Release upon agreement with creditor.  By agreement with a creditor of a limited partnership and the limited partnership, a person dissociated as a general partner may be released from liability for an obligation of the limited partnership.

5.  Release upon creditor's agreement to material alteration without consent.  A person dissociated as a general partner is released from liability for an obligation of the limited partnership if the limited partnership's creditor, with notice of the person's dissociation as a general partner but without the person's consent, agrees to a material alteration in the nature or time of payment of the obligation.

Source: official Maine text · Last verified 2026-08-27

Frequently Asked Questions About Maine § 1377.

What does Maine Revised Statutes § 1377. cover?

Section 1377. ("Liability to other persons of person dissociated as general partner") is part of the Maine Revised Statutes, the codified statutory law of Maine. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.

How do I cite Maine § 1377.?

A common citation format is "Maine Revised Statutes § 1377." (Maine). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.

Is this the official text of Maine law?

No. This page is for research and education and may not include the most recent amendments. For official current law, check the Maine official source linked on this page or consult a licensed Maine attorney.

How does Maine § 1377. apply to my situation?

Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Maine can advise on how this section applies to you. Contact your state or local bar association for a referral.

Sources & Verification

Not legal advice. Verify against the official source and consult a licensed attorney in Maine.