1. After a person is dissociated as a general partner and before the limited partnership is dissolved, or is converted or merged out of existence under sections 45-10.2-94 through 45-10.2-106, the limited partnership is bound by an act of the person if: a. The act would have bound the limited partnership under section 45-10.2-38 before the dissociation; and b. At the time the other party enters into the transaction: (1) Less than two years have passed since the dissociation; and (2) The other party does not have notice of the dissociation and reasonably believes that the person is a general partner.

2. If a limited partnership is bound under subsection 1, then the person dissociated as a general partner which caused the limited partnership to be bound is liable: a. To the limited partnership for any damage caused to the limited partnership arising from the obligation incurred under subsection 1; and b. If a general partner or another person dissociated as a general partner is liable for the obligation, then to the general partner or other person for any damage caused to the general partner or other person arising from the liability.