(a) A limited partnership is bound by a general partner's act after dissolution which:
(1) is appropriate for winding up the limited partnership's activities and affairs; or
(2) would have bound the limited partnership under Section 10A-9A-4.02 before dissolution, if, at the time the other party enters into the transaction, the other party does not have notice of the dissolution.
(b) A person dissociated as a general partner binds a limited partnership through an act occurring after dissolution only if:
(1) at the time the other party enters into the transaction the other party does not 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 Section 10A-9A-4.02 before dissolution and at the time the other party enters into the transaction the other party does not have notice of the dissolution.
Structure Code of Alabama
Title 10A - Alabama Business and Nonprofit Entities Code.
Chapter 9A - Alabama Limited Partnership Law.
Article 8 - Dissolution and Winding Up.
Section 10A-9A-8.01 - Events of Dissolution.
Section 10A-9A-8.02 - Effect of Dissolution.
Section 10A-9A-8.03 - Right to Wind Up Activities and Affairs.
Section 10A-9A-8.06 - Known Claims Against Dissolved Limited Partnership.
Section 10A-9A-8.07 - Other Claims Against Dissolved Limited Partnership.
Section 10A-9A-8.09 - Disposition of Assets, When Contributions Required.
Section 10A-9A-8.10 - Reinstatement After Dissolution.
Section 10A-9A-8.11 - Certificate of Reinstatement.
Section 10A-9A-8.12 - Limited Partnership Name Upon Reinstatement.