With respect to a dissociated partner's authority to transfer partnership real property, Section 303(e) provides that third parties are deemed to have knowledge of a limitation on a partner's authority to transfer real property held in the partnership name upon the proper recording of a statement containing such a limitation. Section 704(b) provides that a statement of dissociation operates as a limitation on the dissociated partner's authority for the purposes of Section 303(e). Thus, a properly recorded statement of dissociation operates as constructive knowledge of a dissociated partner's lack of authority to transfer real property held in the partnership name, effective immediately upon recording.

Under RUPA, therefore, a partnership should notify all known creditors of a partner's dissociation and may, by filing a statement of dissociation, conclusively limit to 90 days a dissociated partner's lingering agency power. Moreover, under Section 703(b), a dissociated partner's lingering liability for post-dissociation partnership liabilities may be limited to 90 days by filing a statement of dissociation. These incentives should encourage both partnerships and dissociating partners to file statements routinely. Those transacting substantial business with partnerships can protect themselves from the risk of dealing with dissociated partners, or relying on their credit, by checking the partnership records at least every 90 days.

2. Section 702(b) is a corollary to subsection (a) and provides that a dissociated partner is liable to the partnership for any loss resulting from an obligation improperly incurred by the partner under subsection (a). In effect, the dissociated partner must indemnify the partnership for any loss, meaning a loss net of any gain from the transaction. The dissociated partner is also personally liable to the third party for the unauthorized obligation.

§1073.__Dissociated partner's liability to other persons

1.__Liability for partnership obligation.__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 otherwise provided in subsection 2.