SB810,129,9 179.0605 Effect of dissociation as general partner. (1) If a person is dissociated as a general partner, all of the following apply:

SB810,129,11 (a) The person's right to participate as a general partner in the management and conduct of the limited partnership's activities and affairs terminates.

SB810,129,14 (b) The person's duties and obligations as a general partner under s. 179.0409 end with regard to matters arising and events occurring after the person's dissociation.

SB810,129,18 (c) 1. The person may sign and deliver to the department 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 as a general partner.

SB810,129,20 2. The statement of dissociation or amendment under subd. 1. is a limitation on the authority of a person dissociated as a partner for the purposes of s. 179.04023.

SB810,129,23 (d) Subject to s. 179.0704 and subch. XI, any transferable interest owned by the person in the person's capacity as a general partner immediately before dissociation is owned by the person solely as a transferee.

SB810,130,3 (2) A person's dissociation as a general partner does not of itself discharge the person from any debt, obligation, or other liability to the limited partnership or the other partners which the person incurred while a general partner.

SB810,130,8 (3m) Continued use of a limited partnership name, or the name of a person dissociated as a partner as part of the partnership name, by partners continuing the partnership's activities and affairs does not of itself make the person dissociated as a partner liable for an obligation of the partners or the partnership continuing the partnership's activities and affairs.

SB810,130,13 179.0606 Power to bind and liability of person dissociated as general partner. (1) After a person is dissociated as a general partner and before the limited partnership is merged out of existence or converted under subch. XI, or dissolved, the partnership is bound by an act of the person with respect to a transaction with another party only if all of the following apply:

SB810,130,15 (a) The act would have bound the partnership under s. 179.0402 before dissociation.

SB810,130,17 (b) At the time the other party enters into the transaction, less than 2 years has passed since the dissociation.

SB810,130,20 (c) At the time the other party enters into the transaction, the other party does not know or have notice of the dissociation and reasonably believes that the person is a general partner.

SB810,130,23 (2) If a limited partnership is bound under sub. (1), the person dissociated as a general partner which caused the partnership to be bound is liable to all of the following:

SB810,130,25 (a) The partnership, for any damage caused to the partnership arising from the obligation incurred under sub. (1).

SB810,131,3 (b) If a general partner or another person dissociated as a general partner is liable for the obligation, the general partner or other person, for any damage caused to the general partner or other person arising from the liability.

SB810,131,9 179.0607 Liability of person dissociated as general partner to other persons. (1) A person's dissociation as a general partner does not of itself discharge the person's liability as a general partner for a debt, obligation, or other liability of the limited partnership incurred before dissociation. Except as otherwise provided in subs. (2) and (3), the person is not liable for a partnership obligation incurred after dissociation.

SB810,131,13 (2) A person whose dissociation as a general partner results in a dissolution and winding up of the limited partnership's activities and affairs is liable on an obligation incurred by the partnership under s. 179.0804 to the same extent as a general partner under s. 179.0404.

SB810,131,17 (3) A person that is dissociated as a general partner without the dissociation resulting in a dissolution and winding up of the limited partnership's activities and affairs is liable to a party on a transaction entered into by the partnership after the dissociation only if all of the following apply:

SB810,131,18 (a) A general partner would be liable on the transaction.

SB810,131,20 (b) At the time the other party enters into the transaction, less than 2 years has passed since the dissociation.

SB810,131,23 (c) At the time the other party enters into the transaction, the other party does not have knowledge or notice of the dissociation and reasonably believes that the person is a general partner.

SB810,132,3 (4) By agreement with a creditor of a limited partnership and the partnership, a person dissociated as a general partner may be released from liability for a debt, obligation, or other liability of the partnership to the creditor.

SB810,132,8 (5) A person dissociated as a general partner is released from liability for a debt, obligation, or other liability of the limited partnership if the partnership's creditor, with knowledge or notice of the person's dissociation as a general partner but without the person's consent, agrees to a material alteration in the nature or time of payment of the debt, obligation, or other liability.

SB810,132,9 subchapter VII

SB810,132,12 TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS

SB810,132,14 179.0701 Nature of transferable interest. A transferable interest is personal property.

SB810,132,16 179.0702 Transfer of transferable interest. (1) All of the following apply to a transfer, in whole or in part, of a transferable interest:

SB810,132,17 (a) It is permissible.

SB810,132,19 (b) It does not by itself cause a partner's dissociation or a dissolution and winding up of the limited partnership's activities and affairs.