N.D. Cent. Code § 45-10.2-61: (607) Liability to other persons of person dissociated as general partner

1.The dissociation of a person as a general partner does not of itself discharge the liability of a person as a general partner for an obligation of the limited partnership incurred before dissociation. Except as otherwise provided in subsections 2 and 3, the person is not liable for an obligation of a limited partnership incurred after dissociation.

2.A person whose dissociation as a general partner resulted in a dissolution and winding up of the activities of the limited partnership is liable to the same extent as a general partner under section 45-10.2-40 on an obligation incurred by the limited partnership under section 45-10.2-70.

3.A person that has dissociated as a general partner but whose dissociation did not result in a dissolution and winding up of the activities of the limited partnership 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 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 a creditor of a limited partnership and the limited partnership, a person dissociated as a general partner may be released from liability for an obligation of the limited partnership.

5.A person dissociated as a general partner is released from liability for an obligation of the limited partnership if the creditor of the limited partnership, with notice of the dissociation of the person as a general partner but without the consent of the person, agrees to a material alteration in the nature or time of payment of the obligation.