1. Upon the dissociation of a person as a general partner: a. The right of the person to participate as a general partner in the management and conduct of the activities of the partnership terminates; b. The duty of loyalty of the person as a general partner under subdivision c of subsection 2 of section 45-10.2-44 terminates; c. The duty of loyalty of the person as a general partner under subdivisions a and b of subsection 2 of section 45-10.2-44 and duty of care under subsection 3 of section 45-10.2-44 continue only with regard to matters arising and events occurring before dissociation of the person as a general partner; d. The person may sign and deliver to the secretary of state for filing a statement of dissociation pertaining to the person and, at the request of the limited partnership, shall sign an amendment to the certificate of limited partnership which states that the person has dissociated; and e. Subject to section 45-10.2-65 and sections 45-10.2-94 through 45-10.2-106, any transferable interest owned by the person immediately before dissociation in the capacity as a general partner is owned by the person as a mere transferee. 2. The dissociation of a person as a general partner does not of itself discharge the person from any obligation to the limited partnership or the other partners which the person incurred while a general partner.
45-10.2-60. (606) Power to bind and liability to limited partnership before dissolution of partnership of person dissociated as general partner. 1. After a person is dissociated as a general partner and before the limited partnership is dissolved, or is converted or merged out of existence under sections 45-10.2-94 through 45-10.2-106, the limited partnership is bound by an act of the person if: a. The act would have bound the limited partnership under section 45-10.2-38 before the dissociation; and b. At the time the other party enters into the transaction: (1) Less than two years have 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. 2. If a limited partnership is bound under subsection 1, then the person dissociated as a general partner which caused the limited partnership to be bound is liable: a. To the limited partnership for any damage caused to the limited partnership arising from the obligation incurred under subsection 1; and b. If a general partner or another person dissociated as a general partner is liable for the obligation, then to the general partner or other person for any damage caused to the general partner or other person arising from the liability.