LD 1609
pg. 93
Page 92 of 146 PUBLIC Law Chapter 543 Page 94 of 146
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LR 1469
Item 1

 
not merely by reason of the substitution of a successor
personal representative;

 
I.__Termination of a limited partner that is not an
individual, partnership, limited liability company,
corporation, trust or estate; or

 
J.__The limited partnership's participation in a conversion
or merger under subchapter 11, if the limited partnership:

 
(1)__Is not the converted or surviving entity; or

 
(2)__Is the converted or surviving entity but, as a
result of the conversion or merger, the person ceases
to be a limited partner.

 
§1372.__Effect of dissociation as limited partner

 
1.__Rights; obligations; interests.__Upon a person's
dissociation as a limited partner:

 
A.__Subject to section 1384, the person does not have
further rights as a limited partner;

 
B.__The person's obligation of good faith and fair dealing
as a limited partner under section 1345, subsection 2
continues only as to matters arising and events occurring
before the dissociation; and

 
C.__Subject to section 1384 and subchapter 11, any
transferable interest owned by the person in the person's
capacity as a limited partner immediately before
dissociation is owned by the person as a mere transferee.

 
2.__Obligations to partnership and partners.__A person's
dissociation as a limited partner does not of itself discharge
the person from any obligation to the limited partnership or the
other partners that the person incurred while a limited partner.

 
§1373.__Dissociation as general partner

 
A person is dissociated from a limited partnership as a
general partner upon the occurrence of any of the following
events:

 
1.__Notice of express will to withdraw.__The limited
partnership's having notice of the person's express will to
withdraw as a general partner or on a later date specified by the
person;


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