35-12-1520. Liability of general partner after conversion or merger. (1) A conversion or merger under this part does not discharge any liability under 35-12-803 and 35-12-1022 of a person that was a general partner in or dissociated as a general partner from a converting limited partnership or constituent limited partnership, but:

Ask a business law question, get an answer ASAP!
Thousands of highly rated, verified business lawyers.
Click here to chat with a lawyer about your rights.

(a)the provisions of this chapter pertaining to the collection or discharge of the liability continue to apply to the liability;

(b)for the purposes of applying those provisions, the converted organization or surviving organization is considered to be the converting limited partnership or constituent limited partnership; and

(c)if a person is required to pay any amount under this subsection (1):

(i)the person has a right of contribution from each other person that was liable as a general partner under 35-12-803 when the obligation was incurred and has not been released from the obligation under 35-12-1022; and

(ii)the contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those persons when the obligation was incurred.

(2)In addition to any other liability provided by law:

(a)a person that immediately before a conversion or merger became effective was a general partner in a converting limited partnership or constituent limited partnership that was not a limited liability limited partnership is personally liable for each obligation of the converted organization or surviving organization arising from a transaction with a third party after the conversion or merger becomes effective if, at the time the third party enters into the transaction, the third party:

(i)does not have notice of the conversion or merger; and

(ii)reasonably believes that:

(A)the converted organization or surviving organization is the converting limited partnership or constituent limited partnership;

(B)the converting limited partnership or constituent limited partnership is not a limited liability limited partnership; and

(C)the person is a general partner in the converting limited partnership or constituent limited partnership; and

(b)a person that was dissociated as a general partner from a converting limited partnership or constituent limited partnership before the conversion or merger became effective is personally liable for each obligation of the converted organization or surviving organization arising from a transaction with a third party after the conversion or merger becomes effective if:

(i)immediately before the conversion or merger became effective the converting limited partnership or surviving limited partnership was a not a limited liability limited partnership; and

(ii)at the time the third party enters into the transaction, less than 2 years have passed since the person dissociated as a general partner and the third party:

(A)does not have notice of the dissociation;

(B)does not have notice of the conversion or merger; and

(C)reasonably believes that the converted organization or surviving organization is the converting limited partnership or constituent limited partnership, the converting limited partnership or constituent limited partnership is not a limited liability limited partnership, and the person is a general partner in the converting limited partnership or constituent limited partnership.