{"data":{"id":"us-tn/tenn.-code-ann.-61-3-607","jurisdiction":"us-tn","citation":"Tenn. Code Ann. § 61-3-607","heading":"Liability of person dissociated as general partner to other person","body":"(a) A person's dissociation as a general partner does not, of itself, discharge the person's liability as a general partner for a debt, obligation, or other liability of the limited partnership incurred before dissociation. Except as otherwise provided in subsections (b) and (c), the person is not liable for a partnership obligation incurred after dissociation. (b) A person whose dissociation as a general partner results in a dissolution and winding up of the limited partnership's activities and affairs is liable on an obligation incurred by the partnership under § 61-3-805 to the same extent as a general partner under § 61-3-404 . (c) A person that is dissociated as a general partner without the dissociation resulting in a dissolution and winding up of the limited partnership's activities and affairs is liable on a transaction entered into by the limited partnership after the dissociation only if: (1) A general partner would be liable on the transaction; and (2) At the time the other party enters into the transaction: (A) Less than one (1) year has passed since the dissociation; and (B) The other party does not have knowledge or notice of the dissociation and reasonably believes that the person is a general partner. (d) 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 a debt, obligation, or other liability of the partnership. (e) A person dissociated as a general partner is released from liability for a debt, obligation, or other liability of the limited partnership if the partnership's creditor, with knowledge or 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 debt, obligation, or other liability. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.\n(a) A person's dissociation as a general partner does not, of itself, discharge the person's liability as a general partner for a debt, obligation, or other liability of the limited partnership incurred before dissociation. Except as otherwise provided in subsections (b) and (c), the person is not liable for a partnership obligation incurred after dissociation.\n(b) A person whose dissociation as a general partner results in a dissolution and winding up of the limited partnership's activities and affairs is liable on an obligation incurred by the partnership under § 61-3-805 to the same extent as a general partner under § 61-3-404 .\n(c) A person that is dissociated as a general partner without the dissociation resulting in a dissolution and winding up of the limited partnership's activities and affairs is liable on a transaction entered into by the limited partnership after the dissociation only if: (1) A general partner would be liable on the transaction; and (2) At the time the other party enters into the transaction: (A) Less than one (1) year has passed since the dissociation; and (B) The other party does not have knowledge or notice of the dissociation and reasonably believes that the person is a general partner.\n(1) A general partner would be liable on the transaction; and\n(2) At the time the other party enters into the transaction: (A) Less than one (1) year has passed since the dissociation; and (B) The other party does not have knowledge or notice of the dissociation and reasonably believes that the person is a general partner.\n(A) Less than one (1) year has passed since the dissociation; and\n(B) The other party does not have knowledge or notice of the dissociation and reasonably believes that the person is a general partner.\n(d) 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 a debt, obligation, or other liability of the partnership.\nar has passed since the dissociation; and\n(B) The other party does not have knowledge or notice of the dissociation and reasonably believes that the person is a general partner.\n(d) 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 a debt, obligation, or other liability of the partnership.\n(e) A person dissociated as a general partner is released from liability for a debt, obligation, or other liability of the limited partnership if the partnership's creditor, with knowledge or 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 debt, obligation, or other liability.","path":["TN Code","Title 61","Chapter 3"],"source_url":"https://oss-data-us.vaquill.ai/v2026.08/us_tn_statutes.parquet","current_through":"2026-08-14","vintage":"open-us-law v2026.08, retrieved 2026-09-14","retrieved_at":"2026-09-14T18:32:26Z","sha256":"630af95a9d4939ee8052ce34ad4d93957868946b7dffd39e550ddfeb2a01514b","source_id":"us-tn","stale":false,"prev":"us-tn/tenn.-code-ann.-61-3-606","next":"us-tn/tenn.-code-ann.-61-3-701"},"notice":"GroundRules: Original legal text. Not legal advice."}