§425E-605 Effect of dissociation as a general partner. (a) Upon a person's dissociation as a general partner:
(1) The person's right to participate as a general partner in the management and conduct of the partnership's activities terminates;
(2) The person's duty of loyalty as a general partner under section 425E-408(b)(3) terminates;
(3) The person's duty of loyalty as a general partner under section 425E-408(b)(1) and (2) and duty of care under section 425E-408(c) continue only with regard to matters arising and events occurring before the person's dissociation as a general partner;
(4) The person may sign and deliver to the director 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
(5) Subject to section 425E-704 and article 11, any transferable interest owned by the person immediately before dissociation in the person's capacity as a general partner is owned by the person as a mere transferee.
(b) A person's dissociation as a general partner shall 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. [L 2003, c 210, pt of §1]
Structure Hawaii Revised Statutes
Title 23. Corporations and Partnerships
425E. Uniform Limited Partnership Act
425E-103 Knowledge and notice.
425E-104 Nature, purpose, and duration of entity.
425E-107 Supplemental principles of law; rate of interest.
425E-110 Effect of partnership agreement; nonwaivable provisions.
425E-111 Required information.
425E-112 Business transactions between a partner and the partnership.
425E-115 Designation or change of registered agent.
425E-116 Resignation of registered agent.
425E-117 Service on the partnership.
425E-118 Consent and proxies of partners.
425E-201 Certificate of limited partnership.
425E-202 Amendment or restatement of certificate.
425E-203 Statement of termination.
425E-204 Execution of records.
425E-205 Signing and filing pursuant to judicial order.
425E-206 Filing in the office of the director; effective time and date.
425E-206.5 Filing requirements; filing duty of the director.
425E-207 Correcting a filed document.
425E-208 Liability for false information in a filed record.
425E-209 Certificates and certified copies to be received in evidence.
425E-211 Fees for filing documents and issuing certificates.
425E-302 No right or power as limited partner to bind limited partnership.
425E-303 Liability as a limited partner.
425E-304 Right of limited partner and former limited partner to information.
425E-305 Limited duties of limited partners.
425E-306 Person erroneously believing self to be a limited partner.
425E-402 General partner is an agent of the limited partnership.
425E-403 Limited partnership liable for general partner's actionable conduct.
425E-404 General partner's liability.
425E-405 Actions by and against partnership and partners.
425E-406 Management rights of general partners.
425E-407 Right of general partner and former general partner to information.
425E-408 General standards of a general partner's conduct.
425E-501 Form of contribution.
425E-502 Liability for contribution.
425E-503 Sharing of distributions.
425E-504 Interim distributions.
425E-505 No distribution on account of dissociation.
425E-506 Distribution in kind.
425E-507 Right to distribution.
425E-508 Limitations on distribution.
425E-509 Liability for improper distributions.
425E-601 Dissociation as a limited partner.
425E-602 Effect of dissociation as a limited partner.
425E-603 Dissociation as a general partner.
425E-604 Person's power to dissociate as a general partner; wrongful dissociation.
425E-605 Effect of dissociation as a general partner.
425E-607 Liability to other persons of person dissociated as a general partner.
425E-701 Partner's transferable interest.
425E-702 Transfer of partner's transferable interest.
425E-703 Rights of creditors of partners or transferees.
425E-704 Power of estate of deceased partner.
425E-801 Nonjudicial dissolution.
425E-802 Judicial dissolution.
425E-806 Known claims against dissolved limited partnership.
425E-807 Other claims against dissolved limited partnership.
425E-809 Administrative cancellation.
425E-810 Reinstatement following administrative cancellation.
425E-811 Appeal from denial of reinstatement.
425E-812 Disposition of assets; when contributions required.
425E-902 Application for certificate of authority.
425E-903 Activities not constituting transacting business.
425E-904 Issuance of certificate of authority.
425E-907 Certificate of withdrawal; effect of failure to have certificate.
425E-1001 Direct action by a partner.
425E-1005 Proceeds and expenses.
425E-1102 Conversion into or from limited partnerships.
425E-1103 Articles of conversion.
425E-1104 Effective date of the conversion.
425E-1105 Effect of conversion.
425E-1108 Effective date of the merger.
425E-1111 Liability of general partners after conversion or merger.
425E-1113 Article not exclusive.
425E-1201 Uniformity of application and construction.
425E-1202 Severability clause.
425E-1203 Relation to Electronic Signatures in Global and National Commerce Act.