← Back to search

HRS §425E-602

What happens when a limited partner leaves

When a limited partner leaves, they lose their partner rights and keep only the duties they had before leaving. Their ownership share becomes like a simple transferable interest, and leaving does not erase debts they owe to the partnership or other partners.

The statute, as written — Effect of dissociation as a limited partner

(a) Upon a person's dissociation as a limited partner: (1) Subject to section 425E-704, the person shall not have further rights as a limited partner; (2) The person's obligation of good faith and fair dealing as a limited partner under section 425E-305(b) continues only as to matters arising and events occurring before the dissociation; and (3) Subject to section 425E-704 and article 11, any transferable interest owned by the person in the person's capacity as a limited partner immediately before dissociation shall be owned by the person as a mere transferee. (b) A person's dissociation as a limited partner shall not of itself discharge the person from any obligation to the limited partnership or the other partners which the person incurred while a limited partner.
Read the official text at capitol.hawaii.gov ↗as published Jan 6, 2026our copy taken Aug 20, 2026

Sections this one refers to

§425E-305 Limited duties of limited partners

§425E-704 What happens to a deceased partner's rights

LawTrove is not legal advice. The summary above is a computer-generated restatement — the authoritative text is the official version linked above.