§ 7-12.1-803. Rescinding dissolution.
(a) A partnership may rescind its dissolution, unless a statement of termination applicable to the partnership has become effective or the superior court has entered an order under § 7-12.1-801(4) or (5) dissolving the partnership.
(b) Rescinding dissolution under this section requires:
(1) The affirmative vote or consent of each partner; and
(2) If the partnership has filed with the secretary of state a statement of dissolution and:
(i) The statement has not become effective, delivery to the secretary of state for filing of a statement of withdrawal under § 7-12.1-115 applicable to the statement of dissolution; or
(ii) The statement of dissolution has become effective, delivery to the secretary of state for filing of a statement of rescission stating the name of the partnership and that dissolution has been rescinded under this section.
(c) If a partnership rescinds its dissolution:
(1) The partnership resumes carrying on its business as if dissolution had never occurred;
(2) Subject to subsection (c)(3) of this section, any liability incurred by the partnership after the dissolution and before the rescission has become effective is determined as if dissolution had never occurred; and
(3) The rights of a third party arising out of conduct in reliance on the dissolution before the third party knew or had notice of the rescission may not be adversely affected.
History of Section.
P.L. 2022, ch. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective
January 1, 2023.