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North Dakota · Through 2026-07-31T11:12:02 · Newer source version available

N.D. Cent. Code § 45-19-03: (703) Dissociated partner's liability to other persons

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Where this section sits in the code
  1. Title 45 Partnerships
  2. Chapter 45-19 Partner'S Dissociation When Business Not Wound Up

1.A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in subsection 2.

2.A partner who dissociates without resulting in a dissolution and winding up of the partnership business is liable as a partner to the other party in a transaction entered into by the partnership, or a surviving partnership under chapter 45-21, within two years after the partner's dissociation, only if at the time of entering into the transaction the other party:

a.Reasonably believed that the dissociated partner was then a partner;

b.Did not have notice of the partner's dissociation; and

c.Is not deemed to have had knowledge under subsection 4 of section 45-15-03 or notice under subsection 3 of section 45-19-04.

3.By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation.

4.A dissociated partner is released from liability for a partnership obligation if a partnership creditor, with notice of the partner's dissociation but without the partner's consent, agrees to a material alteration in the nature or time of payment of a partnership obligation.

Collected 2026-09-02T21:04:14Z. Source file · JSON

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