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Title 17 Corporations, Partnerships and Associations

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Change 1

What to do with it
As published

17-21-703. Dissociated partner's liability to other persons.

(a) A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation except as provided in subsection (b) of this section. (b) A partner who dissociates without resulting in a dissolution and winding up of the partnership business is personally liable as a partner to the other party on account of a partnership obligation incurred in connection with a transaction entered into by the partnership or a surviving partnership under article 9 of this chapter, within two (2) years after the partner's dissociation, only if: (i) The other party to the transaction: (A) Reasonably believes when entering the transaction that the dissociated partner is a partner at that time; (B) Does not have notice of the partner's dissociation; and (C) Is not deemed to have notice under W.S. 17-21-303(e) or 17-21-704; and (ii) The obligation is one on account of which the partner would be personally liable under W.S. 17-21-306 if the partner had not dissociated. (c) By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation. (d) A dissociated partner is released from liability for a partnership obligation if a partnership creditor, with notice of the partner's dissociation but without the partner's consent, agrees to a material alteration in the nature or time of payment of a partnership obligation.

Your change, as a redline

17-21-703. Dissociated partner's liability to other persons.

(a) A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation except as provided in subsection (b) of this section. (b) A partner who dissociates without resulting in a dissolution and winding up of the partnership business is personally liable as a partner to the other party on account of a partnership obligation incurred in connection with a transaction entered into by the partnership or a surviving partnership under article 9 of this chapter, within two (2) years after the partner's dissociation, only if: (i) The other party to the transaction: (A) Reasonably believes when entering the transaction that the dissociated partner is a partner at that time; (B) Does not have notice of the partner's dissociation; and (C) Is not deemed to have notice under W.S. 17-21-303(e) or 17-21-704; and (ii) The obligation is one on account of which the partner would be personally liable under W.S. 17-21-306 if the partner had not dissociated. (c) By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation. (d) A dissociated partner is released from liability for a partnership obligation if a partnership creditor, with notice of the partner's dissociation but without the partner's consent, agrees to a material alteration in the nature or time of payment of a partnership obligation.

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