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HRS §425E-606

When a former general partner can still bind the limited partnership

This section covers what happens after a general partner leaves but before the partnership ends. The partnership is only bound by the former partner's actions if those actions would have bound it before, and the other party had no notice within a certain time. The former partner must pay for any damage caused.

businesses

The statute, as written — Power to bind, and liability to, limited partnership before dissolution of partnership of a person dissociated as general partner

(a) After a person is dissociated as a general partner and before the limited partnership is dissolved, converted under article 11, or merged out of existence under article 11, the limited partnership shall be bound by an act of the person only if: (1) The act would have bound the limited partnership under section 425E-402 before the dissociation; and (2) At the time the other party enters into the transaction: (A) Less than two years has passed since the dissociation; and (B) The other party does not have notice of the dissociation and reasonably believes that the person is a general partner. (b) If a limited partnership is bound under subsection (a), the person dissociated as a general partner which caused the limited partnership to be bound shall be liable: (1) To the limited partnership for any damage caused to the limited partnership arising from the obligation incurred under subsection (a); and (2) If a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability.
Read the official text at capitol.hawaii.gov ↗as published Jan 6, 2026our copy taken Aug 20, 2026

Sections this one refers to

§425E-402 General partner acts for the limited partnership

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