{"data":{"id":"us-wa/rcw-25.10.541","jurisdiction":"us-wa","citation":"RCW 25.10.541","heading":"Liability to other persons of person dissociated as general partner.","body":"(1) 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) of this section, the person is not liable for a limited partnership's obligation incurred after dissociation.\n(2) 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 RCW 25.10.401 on an obligation incurred by the limited partnership under RCW 25.10.586.\n(3) A person that has dissociated as a general partner but whose\ndissociation 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:\n(a) A general partner would be liable on the transaction; and\n(b) At the time the other party enters into the transaction:\n(i) Less than two years have passed since the dissociation; and\n(ii) The other party does not have notice of the dissociation and reasonably believes that the person is a general partner.\n(4) 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.\n(5) 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 25","Chapter 25.10"],"source_url":"https://app.leg.wa.gov/rcw/default.aspx?cite=25.10.541","current_through":"July 15, 2026","vintage":"","retrieved_at":"2026-09-06T01:40:38Z","sha256":"3cdb925648fa0525877fac12b973d24b5255cb4713833918c93c63e5cc4576b9","source_id":"us-wa","stale":false,"prev":"us-wa/rcw-25.10.536","next":"us-wa/rcw-25.10.546"},"notice":"GroundRules: Original legal text. Not legal advice."}