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Tennessee · Snapshot open-us-law v2026.08, retrieved 2026-09-14

Tenn. Code Ann. § 61-1-703: Dissociated partner's liability to other persons

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  1. TN Code
  2. Title 61
  3. Chapter 1

(a) 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 (b). (b) 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 part 9 of this chapter, within one year after the partner's dissociation, only if the obligation is one for which such dissociated partner would be liable under § 61-1-306 if such dissociated partner had not dissociated and at the time of entering into the transaction the other party: (1) Reasonably believed that the dissociated partner was then a partner; (2) Did not have notice of the partner's dissociation; and (3) Is not deemed to have had knowledge under § 61-1-303(d) or notice under § 61-1-704(c) . (c) By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation. (d) 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. Acts 2001, ch. 353.

(a) 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 (b).

(b) 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 part 9 of this chapter, within one year after the partner's dissociation, only if the obligation is one for which such dissociated partner would be liable under § 61-1-306 if such dissociated partner had not dissociated and at the time of entering into the transaction the other party: (1) Reasonably believed that the dissociated partner was then a partner; (2) Did not have notice of the partner's dissociation; and (3) Is not deemed to have had knowledge under § 61-1-303(d) or notice under § 61-1-704(c) .

(1) Reasonably believed that the dissociated partner was then a partner;

(2) Did not have notice of the partner's dissociation; and

(3) Is not deemed to have had knowledge under § 61-1-303(d) or notice under § 61-1-704(c) .

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

(d) 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 2026-09-14T18:32:26Z. Source file · JSON

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