KRS 362.2-607: Liability to other persons of person dissociated as general partner.

(1) A person's dissociation as a general partner does not of itself discharge the person's

liability as a general partner for a limited partnership's obligation incurred before

dissociation. Except as otherwise provided in subsections (2) and (3) of this section,

the person is not liable for a limited partnership's obligation incurred after

dissociation.

(2) A person whose dissociation as a general partner resulted in a dissolution and

winding up of the limited partnership's activities is liable to the same ext ent as a

general partner under KRS 362.2 -404 on an obligation incurred by the limited

partnership under KRS 362.2-804.

(3) A person that has dissociated as a general partner but whose dissociation did not

result in a dissolution and winding up of the limit ed partnership's activities is liable

on a transaction entered into by the limited partnership after the dissociation, only

if:

(a) A general partner would be liable on the transaction; and

(b) At the time the other party enters into the transaction:

1. Less than two (2) years have passed since the dissociation; and

2. The other party does not have notice of the dissociation and reasonably

believes that the person is a general partner.

(4) By agreement with the limited partnership's creditor and the limited partnership, a

person dissociated as a general partner may be released from liability for a limited

partnership's obligation.

(5) A person dissociated as a general partner is released from liability for a limited

partnership's obligation if a limited partnership's creditor, with 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 limited partnership's

obligation.