A.__The person's right to participate as a general partner in the management and conduct of the partnership's activities terminates;

B.__The person's duty of loyalty as a general partner under section 1358, subsection 2, paragraph C terminates;

C.__The person's duty of loyalty as a general partner under section 1358, subsection 2, paragraphs A and B and duty of care under section 1358, subsection 3 continue only with regard to matters arising and events occurring before the person's dissociation as a general partner;

D.__The person may sign and deliver to the Secretary of State for filing a statement of dissociation pertaining to the person and, at the request of the limited partnership, shall sign an amendment to the certificate of limited partnership that states that the person has dissociated; and

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

2.__Obligations to partnership and partners.__A person's dissociation as a general 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 general partner.

§1376.__Power to bind and liability to limited partnership before

dissolution of partnership of person dissociated as

general partner

1.__Bound by act of dissociated general partner.__After a person is dissociated as a general partner and before the limited partnership is dissolved, converted under subchapter 11 or merged out of existence under subchapter 11, the limited partnership is bound by an act of the person only if:

A.__The act would have bound the limited partnership under section 1352 before the dissociation; and

B.__At the time the other party enters into the transaction:

(1)__Less than 2 years has passed since the dissociation; and