Montana Code 35-12-1211. Power of general partner and person dissociated as general partner to bind partnership after dissolution
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:
Terms Used In Montana Code 35-12-1211
- 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 a corporation or other entity as well as a natural person. See Montana Code 1-1-201
(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.