1. (a) A limited partnership shall be bound by a general partner's act after dissolution that:

   1. (1) Is appropriate for winding up the limited partnership's activities; or
   2. (2) Would have bound the limited partnership under section 425E-402 before dissolution, if, at the time the other party enters into the transaction, the other party does not have notice of the dissolution.

2. (b) A person dissociated as a general partner binds a limited partnership through an act occurring after dissolution if:

   1. (1) At the time the other party enters into the transaction:

      1. (A) Less than two years has passed since the dissociation; and
      2. (B) The other party does not have notice of the dissociation and reasonably believes that the person is a general partner; and

   2. (2) The act:

      1. (A) Is appropriate for winding up the limited partnership's activities; or
      2. (B) Would have bound the limited partnership under section 425E-402 before dissolution and at the time the other party enters into the transaction the other party does not have notice of the dissolution.

[L 2003, c 210, pt of §1]