(a) A limited partnership is bound by a general partner‘s act after dissolution that:

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Terms Used In Tennessee Code 61-3-804

  • General partner: means a person that:
    (A) Has become a general partner under §. See Tennessee Code 61-3-101
  • Partner: means a limited partner or general partner. See Tennessee Code 61-3-101
  • 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: means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, cooperative association, unincorporated nonprofit association, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. See Tennessee Code 61-3-101
  • Year: means a calendar year, unless otherwise expressed. See Tennessee Code 1-3-105
(1) Is appropriate for winding up the limited partnership’s activities and affairs; or
(2) Would have bound the partnership under § 61-3-402 before dissolution if, at the time the other party enters into the transaction, the other party does not know or have notice of the dissolution.
(b) A person dissociated as a general partner binds a limited partnership through an act occurring after dissolution if:

(1) At the time the other party enters into the transaction:

(A) Less than one (1) year has passed since the dissociation; and
(B) The other party does not know or have notice of the dissociation and reasonably believes that the person is a general partner; and
(2) The act:

(A) Is appropriate for winding up the limited partnership’s activities and affairs; or
(B) Would have bound the limited partnership under § 61-3-402 before dissolution and at the time the other party enters into the transaction the other party does not know or have notice of the dissolution.
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