{"data":{"id":"us-me/31-m.r.s.-1377","jurisdiction":"us-me","citation":"31 M.R.S. §1377","heading":"Liability to other persons of person dissociated as general partner","body":"1.  Liability of dissociated general partner.  A person's dissociation as a general partner does not of itself discharge the person's liability 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 a limited partnership's obligation incurred after dissociation.\n2.  Liability when dissociation resulted in dissolution.  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 extent as a general partner under section 1354 on an obligation incurred by the limited partnership under section 1394.\n3.  Liability when dissociation did not result in dissolution.  A person that has dissociated as a general partner but whose dissociation did not result in a dissolution and winding up of the limited partnership's activities is liable on a transaction entered into by the limited partnership after the dissociation only if:\nA.  A general partner would be liable on the transaction; and\nB.  At the time the other party enters into the transaction:\n(1)  Less than 2 years has passed since the dissociation; and\n(2)  The other party does not have notice of the dissociation and reasonably believes that the person is a general partner.\n4.  Release upon agreement with creditor.  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.\n5.  Release upon creditor's agreement to material alteration without consent.  A person dissociated as a general partner is released from liability for an obligation of the limited partnership if the 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 obligation.","path":["TITLE 31: PARTNERSHIPS AND ASSOCIATIONS","CHAPTER 19: UNIFORM LIMITED PARTNERSHIP ACT","SUBCHAPTER 6: DISSOCIATION"],"source_url":"https://legislature.maine.gov/statutes/31/title31sec1377.html","current_through":"October 1, 2025","vintage":"","retrieved_at":"2026-09-04T15:12:37Z","sha256":"61b1ef6ab7101b19f871bc618429b33571af53b37d7f76115bbbfb1f6cd124c7","source_id":"us-me","stale":false,"prev":"us-me/31-m.r.s.-1376","next":"us-me/31-m.r.s.-1381"},"notice":"GroundRules: Original legal text. Not legal advice."}