1. A limited partnership is bound by an act of a general partner after dissolution which: a. Is appropriate for winding up the activities of a limited partnership; or b. Would have bound the limited partnership under section 45-10.2-38 before dissolution, if, at the time the other party enters into the transaction, the other party does not have notice of the dissolution.

2. A person dissociated as a general partner binds a limited partnership through an act occurring after dissolution if: a. 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; and b. The act: (1) Is appropriate for winding up the activities of the limited partnership; or (2) Would have bound the limited partnership under section 45-10.2-38 before dissolution and at the time the other party enters into the transaction the other party does not have notice of the dissolution.