{"data":{"id":"us-mt/35-12-1521","jurisdiction":"us-mt","citation":"35-12-1521","heading":"Power of general partners and persons dissociated as general partners to bind organization after conversion or merger.","body":"(1) An act of a person that immediately before a conversion or merger became effective was a general partner in a converting limited partnership or constituent limited partnership binds the converted organization or surviving organization after the conversion or merger becomes effective if:\n(a) before the conversion or merger became effective, the act would have bound the converting limited partnership or constituent limited partnership under 35-12-806; and\n(b) at the time the third party enters into the transaction, the third party:\n(i) does not have notice of the conversion or merger; and\n(ii) reasonably believes that the converted or surviving business is the converting limited partnership or constituent limited partnership and that the person is a general partner in the converting limited partnership or constituent limited partnership.\n(2) An act of a person that before a conversion or merger became effective was dissociated as a general partner from a converting limited partnership or constituent limited partnership binds the converted organization or surviving organization after the conversion or merger becomes effective if:\n(a) before the conversion or merger became effective, the act would have bound the converting limited partnership or constituent limited partnership under 35-12-806 if the person had been a general partner; and\n(b) at the time the third party enters into the transaction, less than 2 years have passed since the person dissociated as a general partner and the third party:\n(i) does not have notice of the dissociation;\n(ii) does not have notice of the conversion or merger; and\n(iii) reasonably believes that the converted organization or surviving organization is the converting limited partnership or constituent limited partnership and that the person is a general partner in the converting limited partnership or constituent limited partnership.\n(3) If a person having knowledge of the conversion or merger causes a converted organization or surviving organization to incur an obligation under subsection (1) or (2), the person is liable:\n(a) to the converted organization or surviving organization for any damage caused to the organization arising from the obligation; and\n(b) if another person is liable for the obligation, to that other person for any damage caused to that other person arising from the liability.","path":["TITLE 35. CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS","CHAPTER 12. LIMITED PARTNERSHIPS","Part 15. Conversion"],"source_url":"https://mca.legmt.gov/bills/mca/title_0350/chapter_0120/part_0150/section_0210/0350-0120-0150-0210.html","current_through":"Montana Code Annotated 2025","vintage":"","retrieved_at":"2026-09-14T04:53:25Z","sha256":"7547d0cacebbabd8557dd209e0a0fad7951cce1e7827d9ce897985cd45b35a1a","source_id":"us-mt","stale":false,"prev":"us-mt/35-12-1520","next":"us-mt/35-12-1522"},"notice":"GroundRules: Original legal text. Not legal advice."}