Tennessee § 61-3-607 - Liability of person dissociated as general partner to other person.

§ 61-3-607. Liability of person dissociated as general partner to other person.

A person's dissociation as a general partner does not, of itself, discharge the person's liability as a general partner for a debt, obligation, or other liability of the limited partnership incurred before dissociation. Except as otherwise provided in subsections (b) and (c), the person is not liable for a partnership obligation incurred after dissociation. A person whose dissociation as a general partner results in a dissolution and winding up of the limited partnership's activities and affairs is liable on an obligation incurred by the partnership under § 61-3-805 to the same extent as a general partner under § 61-3-404. A person that is dissociated as a general partner without the dissociation resulting in a dissolution and winding up of the limited partnership's activities and affairs is liable on a transaction entered into by the limited partnership after the dissociation only if: A general partner would be liable on the transaction; and At the time the other party enters into the transaction: Less than one (1) year has passed since the dissociation; and The other party does not have knowledge or notice of the dissociation and reasonably believes that the person is a general partner. 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 a debt, obligation, or other liability of the partnership. A person dissociated as a general partner is released from liability for a debt, obligation, or other liability of the limited partnership if the partnership's creditor, with knowledge or 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 debt, obligation, or other liability. Acts 2017, ch. 440, § 1.