§425E-804 Power of general partner and person dissociated as general partner to bind partnership after dissolution. (a) A limited partnership shall be bound by a general partner's act after dissolution that:
(1) Is appropriate for winding up the limited partnership's activities; or
(2) Would have bound the limited partnership under section 425E-402 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 if:
(1) At the time the other party enters into the transaction:
(A) Less than two years has passed since the dissociation; and
(B) 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; or
(B) Would have bound the limited partnership under section 425E-402 before dissolution and at the time the other party enters into the transaction the other party does not have notice of the dissolution. [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.