After a person is dissociated as a general partner and before the limited partnership is merged out of existence under Article 11, converted or domesticated under the Mississippi Entity Conversion and Domestication Act, or dissolved, the partnership is bound by an act of the person only if:
Less than two (2) years has passed since the dissociation; and
The other party does not know or have notice of the dissociation and reasonably believes that the person is a general partner.
If a limited partnership is bound under subsection (a), the person dissociated as a general partner which caused the partnership to be bound is liable:
To the partnership for any damage caused to the partnership arising from the obligation incurred under subsection (a); and
If a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability.
Structure Mississippi Code
Title 79 - Corporations, Associations, and Partnerships
Chapter 14 - Mississippi Uniform Limited Partnership Act
§ 79-14-601. Dissociation as limited partner
§ 79-14-602. Effect of dissociation as limited partner
§ 79-14-603. Dissociation as general partner
§ 79-14-604. Power to dissociate as general partner; wrongful dissociation
§ 79-14-605. Effect of dissociation as general partner
§ 79-14-606. Power to bind and liability of person dissociated as general partner
§ 79-14-607. Liability of person dissociated as general partner to other persons