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| Public Act 098-0776 | ||||
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AN ACT concerning business.
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Be it enacted by the People of the State of Illinois, | ||||
represented in the General Assembly:
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Section 5. The Business Corporation Act of 1983 is amended | ||||
by changing Sections 8.65, 12.40, 12.45, and 12.80 as follows:
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(805 ILCS 5/8.65) (from Ch. 32, par. 8.65)
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Sec. 8.65. Liability of directors in certain cases. | ||||
(a) In addition
to any other liabilities imposed by law | ||||
upon directors of a corporation,
they are liable as follows:
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(1) The directors of a corporation who vote for or | ||||
assent to any distribution
prohibited by Section 9.10 of | ||||
this Act shall be jointly and severally liable
to the | ||||
corporation for the amount of such distribution.
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(2) If a dissolved corporation shall proceed to bar any | ||||
known claims
against it under Section 12.75, the directors | ||||
of such corporation
who fail to take reasonable steps
to | ||||
cause the notice required by Section 12.75 of this Act to | ||||
be given to
any known creditor of such corporation shall be | ||||
jointly and severally liable
to such creditor for all loss | ||||
and damage occasioned thereby.
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(3) Unless dissolution is subsequently revoked | ||||
pursuant to Section 12.25 of this Act, the The directors of | ||||
a corporation that carries on its business after the
filing | ||||
by the Secretary of State of
articles of dissolution with | ||
respect to a voluntary dissolution authorized as provided | ||
by this Act, otherwise than so far as may be necessary or | ||
appropriate to wind up and liquidate its business and | ||
affairs for the
winding up thereof, shall be jointly and | ||
severally liable to the creditors
of such corporation for | ||
all debts and liabilities of the corporation
incurred in so | ||
carrying on its business. Directors of a corporation that | ||
carries on its business during a period of administrative | ||
dissolution shall not be liable under this paragraph (a)(3) | ||
if the Secretary of State subsequently files an application | ||
for reinstatement under subsection (c) of Section 12.45, | ||
which reinstatement shall have the effect described in | ||
subsection (d) of Section 12.45.
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(b) A director of a corporation who is present at a meeting | ||
of its board of
directors at which action on any corporate | ||
matter is taken is conclusively
presumed to have assented to | ||
the action taken unless his or her dissent
is entered in the | ||
minutes of the meeting or unless he or she files his or
her | ||
written dissent to such action with the person acting as the | ||
secretary
of the meeting before the adjournment thereof or | ||
forwards such dissent by
registered or certified mail to the
| ||
secretary of the corporation immediately after the adjournment | ||
of the
meeting. Such right to dissent does not apply to a | ||
director who voted in
favor of such action.
| ||
(c) A director shall not be liable for a
distribution of | ||
assets to the shareholders of a corporation in excess of
the | ||
amount authorized by Section 9.10 of this Act if he or she | ||
relied and
acted in good faith
upon a balance sheet and profit | ||
and loss statement of the corporation
represented to him or her | ||
to be correct by the president or the officer of such
| ||
corporation having charge of its books of account, or certified | ||
by an
independent public or certified public accountant or firm | ||
of such
accountants to fairly reflect the financial condition | ||
of such corporation,
nor shall he or she be so liable if in | ||
good faith in determining the amount
available for any such | ||
dividend or distribution he or she considered the
assets to be | ||
of their book value.
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(d) Any director against whom a claim is asserted under | ||
this
Section and who is held liable thereon, is
entitled to | ||
contribution from the other directors who are likewise liable
| ||
thereon.
| ||
Any director against whom a claim is asserted
for the | ||
improper
distribution of assets of a corporation and who is | ||
held
liable thereon, is entitled to contribution from the | ||
shareholders who
knowingly accepted or received any such | ||
distribution in proportion
to the amounts received by them | ||
respectively.
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(Source: P.A. 84-924.)
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(805 ILCS 5/12.40) (from Ch. 32, par. 12.40)
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Sec. 12.40. Procedure for administrative dissolution.
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(a) After the
Secretary of State determines that one or | ||
more grounds exist under Section
12.35 for the administrative | ||
dissolution of a corporation, he or she shall
send by regular | ||
mail to each delinquent corporation a Notice of Delinquency
to | ||
its registered office, or, if the corporation has failed to | ||
maintain
a registered office, then to the president or other | ||
principal officer at
the last known office of said officer.
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(b) If the corporation does not correct the default
| ||
described in paragraphs (a) through (e) of Section 12.35
within | ||
90 days following
such notice, the Secretary of State shall | ||
thereupon dissolve the corporation
by issuing a certificate of | ||
dissolution that recites the ground or grounds
for dissolution | ||
and its effective date.
If the corporation does not correct the | ||
default described in paragraphs (f)
through (h) of
Section | ||
12.35, within 30 days following such notice, the Secretary of | ||
State
shall
thereupon dissolve the corporation by issuing a | ||
certificate of dissolution as
herein
prescribed.
The Secretary | ||
of State shall file
the original of the certificate in his or | ||
her office and mail one copy to the
corporation at its | ||
registered office or,
if the corporation has failed to maintain | ||
a registered office, then to
the president or
other principal | ||
officer at the last known office of said officer.
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(c) The administrative dissolution of a corporation | ||
terminates its corporate
existence and such a dissolved | ||
corporation shall not thereafter carry on
any business, | ||
provided however, that such a dissolved corporation may take
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all action authorized under Section 12.75 or as otherwise | ||
necessary or appropriate to wind up and liquidate
its business | ||
and affairs under Section 12.30.
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(Source: P.A. 96-1121, eff. 1-1-11.)
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(805 ILCS 5/12.45) (from Ch. 32, par. 12.45)
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Sec. 12.45. Reinstatement following administrative | ||
dissolution.
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(a) A domestic corporation administratively dissolved | ||
under Section 12.40
may
be reinstated by the Secretary of State | ||
following the
date of issuance of the certificate of | ||
dissolution upon:
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(1) The filing of an application for reinstatement.
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(2) The filing with the Secretary of State by the | ||
corporation of all
reports then due and theretofore | ||
becoming due.
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(3) The payment to the Secretary of State by the | ||
corporation of all fees,
franchise taxes, and penalties | ||
then due and theretofore becoming due.
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(b) The application for reinstatement shall be executed and | ||
filed in
duplicate in accordance with Section 1.10 of this Act | ||
and shall set forth:
| ||
(1) The name of the corporation at the time of the | ||
issuance of the
certificate of dissolution.
| ||
(2) If such name is not available for use as determined | ||
by the Secretary
of State at the time of filing the | ||
application for reinstatement, the name
of the corporation | ||
as changed, provided however, and any change of name
is | ||
properly effected pursuant to Section 10.05 and Section | ||
10.30 of this Act.
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(3) The date of the issuance of the certificate of | ||
dissolution.
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(4) The address, including street and number, or rural | ||
route number
of the registered office of the corporation | ||
upon reinstatement thereof, and
the name of its registered | ||
agent at such address upon the reinstatement of
the | ||
corporation, provided however, that any change from either | ||
the
registered office or the registered agent at the time | ||
of dissolution is
properly reported pursuant to Section | ||
5.10 of this Act.
| ||
(c) When a dissolved corporation has complied with the | ||
provisions of this Section
the Secretary of State shall file | ||
the application for reinstatement.
| ||
(d) Upon the filing of the application for reinstatement, | ||
the corporate
existence for all purposes shall be deemed to | ||
have continued without interruption from the
date of the | ||
issuance of the certificate of dissolution, and the corporation
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shall stand revived with such powers, duties and obligations as | ||
if it had
not been dissolved; and all acts and proceedings of | ||
its officers, directors
and shareholders, directors, officers, | ||
employees, and agents, acting or purporting to act in that | ||
capacity as such, and which would have
been legal and valid but | ||
for such dissolution, shall stand ratified and
confirmed.
| ||
(e) Without limiting the generality of subsection (d), upon | ||
the filing of the application for reinstatement, no | ||
shareholder, director, or officer shall be personally liable, | ||
under Section 8.65 of this Act or otherwise, for the debts and | ||
liabilities of the corporation incurred during the period of | ||
administrative dissolution by reason of the fact that the | ||
corporation was administratively dissolved at the time the | ||
debts or liabilities were incurred. | ||
(Source: P.A. 96-328, eff. 8-11-09.)
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(805 ILCS 5/12.80) (from Ch. 32, par. 12.80)
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Sec. 12.80. Survival of remedy after dissolution. The | ||
dissolution
of a corporation either (1) by filing articles of | ||
dissolution in accordance
with Section 12.20 of this Act, (2) | ||
by the issuance of a
certificate of dissolution in accordance | ||
with Section 12.40 of this Act, (3) by
a judgment
of | ||
dissolution by a circuit court of this State, or (4) by
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expiration of
its period of duration, shall not take away nor | ||
impair any civil remedy
available to or against such | ||
corporation, its directors, or shareholders,
for any right or | ||
claim existing, or any liability accrued or incurred, either | ||
prior to, at the time of, or after such
dissolution if action | ||
or other proceeding thereon is commenced within five
years | ||
after the date of such dissolution. Any such action or | ||
proceeding by
or against the corporation may be prosecuted or | ||
defended by the corporation
in its corporate name. This | ||
provision does not extend any applicable statute of | ||
limitations.
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(Source: P.A. 92-33, eff. 7-1-01.)
| ||
Section 10. The General Not For Profit Corporation Act of | ||
1986 is amended by changing Sections 108.65, 112.40, and 112.45 | ||
as follows:
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(805 ILCS 105/108.65) (from Ch. 32, par. 108.65)
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Sec. 108.65. Liability of directors in certain cases. | ||
(a) In addition to any other liabilities imposed by law
| ||
upon directors of a corporation, they are liable as follows:
| ||
(1) The directors of a corporation who vote for or
| ||
assent to any distribution not authorized by Section 109.10
| ||
or Article 12 of this Act shall be jointly and severally
| ||
liable to the corporation for the amount of such
| ||
distribution.
| ||
(2) If a dissolved corporation shall proceed to bar
any | ||
known claims against it under Section 112.75 of this
Act, | ||
the directors of such corporation who fail to take
| ||
reasonable steps to cause the notice required by Section
| ||
112.75 of this Act to be given to any known creditor of | ||
such
corporation shall be jointly and severally liable to | ||
such
creditor for all loss and damage occasioned thereby.
| ||
(3) Unless dissolution is subsequently revoked | ||
pursuant to Section 112.25 of this Act, the The directors | ||
of a corporation that conducts its
affairs after the filing | ||
by the Secretary of State of
articles of dissolution with | ||
respect to a voluntary dissolution authorized as provided | ||
by this Act, otherwise than so far as may be
necessary or | ||
appropriate to wind up and liquidate its affairs for the | ||
winding up thereof, shall be jointly and
severally liable | ||
to the creditors of such corporation for
all debts and | ||
liabilities of the corporation incurred in so
conducting | ||
its affairs. Directors of a corporation that conducts its | ||
affairs during a period of administrative dissolution | ||
shall not be liable under this paragraph (a)(3) if the | ||
Secretary of State subsequently files an application for | ||
reinstatement under subsection (c) of Section 112.45, | ||
which reinstatement shall have the effect described in | ||
subsection (d) of Section 112.45.
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(b) A director of a corporation who is present at a meeting
| ||
of its board of directors at which action on any corporate
| ||
matter is taken is conclusively presumed to have assented to
| ||
the action taken unless his or her dissent or abstention is
| ||
entered in the minutes of the meeting or unless he or she
files | ||
his or her written dissent or abstention to such
action with | ||
the person acting as the secretary of the
meeting before the | ||
adjournment thereof or forwards such
dissent or abstention by | ||
registered or certified mail to the
secretary of the | ||
corporation immediately after the
adjournment of the meeting. | ||
Such right to dissent or
abstain does not apply to a director | ||
who voted in favor of
such action.
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(c) A director shall not be liable for a distribution of
| ||
assets to any person in excess of the amount authorized by
| ||
Section 109.10 or Article 12 of this Act if he or she relied
| ||
and acted in good faith upon a balance sheet and profit and
| ||
loss statement of the corporation represented to him or her
to | ||
be correct by the president or the officer of such
corporation | ||
having charge of its books of account, or
certified by an | ||
independent public or certified public
accountant or firm of | ||
such accountants to fairly reflect the
financial condition of | ||
such corporation, nor shall he or she
be so liable if in good | ||
faith in determining the amount
available for any such | ||
distribution he or she considered the
assets to be of their | ||
book value.
| ||
(d) Any director against whom a claim is asserted under
| ||
this Section and who is held liable thereon, is entitled to
| ||
contribution from the other directors who are likewise
liable | ||
thereon. Any director against whom a claim is
asserted for the | ||
improper distribution of assets of a
corporation, and who is | ||
held liable thereon, is entitled to
contribution from the | ||
persons who knowingly accepted or
received any such | ||
distribution in proportion to the amounts
received by them | ||
respectively.
| ||
(Source: P.A. 84-1423.)
| ||
(805 ILCS 105/112.40) (from Ch. 32, par. 112.40)
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Sec. 112.40. Procedure for administrative dissolution.
| ||
(a) After the Secretary of State determines that one or
| ||
more grounds exist under Section 112.35 of this Act for the
| ||
administrative dissolution of a corporation, he or she shall
| ||
send by regular mail to each delinquent corporation a Notice
of | ||
Delinquency to its registered office, or, if the
corporation | ||
has failed to maintain a registered office, then
to the | ||
president or other principal officer at the last
known office | ||
of said officer.
| ||
(b) If the corporation does not correct the default within
| ||
90 days following such notice, the Secretary of State shall
| ||
thereupon dissolve the corporation by issuing a certificate
of | ||
dissolution that recites the ground or grounds for
dissolution | ||
and its effective date. The Secretary of State
shall file the | ||
original of the certificate in his or her
office and mail one | ||
copy to the corporation at its
registered
office
or, if the | ||
corporation has failed to maintain a registered office, then to
| ||
the president or
other principal officer at the last known | ||
office of said officer.
| ||
(c) The administrative dissolution of a corporation
| ||
terminates its corporate existence and such a dissolved
| ||
corporation shall not thereafter carry on any affairs,
provided | ||
however, that such a dissolved corporation may take
all action | ||
authorized under Section 112.75 of this Act or as otherwise
| ||
necessary or appropriate to wind up and liquidate its affairs | ||
under Section
112.30 of this Act.
| ||
(Source: P.A. 96-1121, eff. 1-1-11.)
| ||
(805 ILCS 105/112.45) (from Ch. 32, par. 112.45)
| ||
Sec. 112.45. Reinstatement following administrative
| ||
dissolution. | ||
(a) A domestic corporation administratively
dissolved | ||
under Section 112.40 of this Act may be reinstated
by the | ||
Secretary of State following the
date of issuance of the | ||
certificate of dissolution upon:
| ||
(1) The filing of an application for reinstatement;
| ||
(2) The filing with the Secretary of State by the
| ||
corporation of all reports then due and theretofore | ||
becoming
due;
| ||
(3) The payment to the Secretary of State by the
| ||
corporation of all fees and penalties then due and
| ||
theretofore becoming due.
| ||
(b) The application for reinstatement shall be executed and
| ||
filed in duplicate in accordance with Section 101.10 of this
| ||
Act and shall set forth:
| ||
(1) The name of the corporation at the time of the
| ||
issuance of the certificate of dissolution;
| ||
(2) If such name is not available for use as
determined | ||
by the Secretary of State at the time of filing
the | ||
application for reinstatement, the name of the
corporation | ||
as changed; provided, however, that any change
of name is | ||
properly effected pursuant to Section 110.05 and
Section | ||
110.30 of this Act;
| ||
(3) The date of the issuance of the certificate of
| ||
dissolution;
| ||
(4) The address, including street and number, or rural | ||
route number, of
the registered office of the corporation | ||
upon reinstatement thereof, and
the name of its registered | ||
agent at such address upon the reinstatement of
the | ||
corporation, provided however, that any change from either | ||
the
registered office or the registered agent at the time | ||
of dissolution is
properly reported pursuant to Section | ||
105.10 of this Act.
| ||
(c) When a dissolved corporation has complied with the
| ||
provisions of this Section, the Secretary of State shall
file | ||
the application for reinstatement.
| ||
(d) Upon the filing of the application for reinstatement,
| ||
the corporate existence for all purposes shall be deemed to | ||
have continued
without interruption from the date of the | ||
issuance of the
certificate of dissolution, and the corporation | ||
shall stand
revived with such powers, duties and obligations as | ||
if it
had not been dissolved; and all acts and proceedings of | ||
its shareholders, members, officers, employees, and agents
| ||
officers, directors and members, acting or purporting to act in | ||
that capacity
as such, and which would have been legal and | ||
valid but for such
dissolution, shall stand ratified and | ||
confirmed.
| ||
(e) Without limiting the generality of subsection (d), upon | ||
filing of the application for reinstatement, no shareholder, | ||
director, or officer shall be personally liable, under Section | ||
108.65 of this Act or otherwise, for the debts and liabilities | ||
of the corporation incurred during the period of administrative | ||
dissolution by reason of the fact that the corporation was | ||
administratively dissolved at the time the debts or liabilities | ||
were incurred. | ||
(Source: P.A. 94-605, eff. 1-1-06.)
| ||
Section 15. The Limited Liability Company Act is amended by | ||
changing Sections 35-30 and 35-40 as follows:
| ||
(805 ILCS 180/35-30)
| ||
Sec. 35-30. Procedure for administrative dissolution.
| ||
(a) After the Secretary of State determines that one or | ||
more grounds exist
under Section 35-25 for the administrative | ||
dissolution of a limited liability
company, the Secretary of | ||
State shall send a notice of delinquency by regular
mail to | ||
each delinquent limited liability company at its registered | ||
office or,
if the limited liability company has failed to | ||
maintain a registered office,
then to the last known address | ||
shown on the records of the Secretary of State
for the | ||
principal place of business of the limited liability company.
| ||
(b) If the limited liability company does not correct
the | ||
default described in paragraphs (1) or (2) of Section 35-25 | ||
within 120 days following the date of the notice
of | ||
delinquency, the Secretary of State shall thereupon
dissolve | ||
the limited liability company by issuing a certificate of | ||
dissolution that
recites the grounds for dissolution and its | ||
effective date. If the limited liability company does not | ||
correct the default described in paragraphs (2.5), (3), (4), or | ||
(5) of Section 35-25 within 60 days following the notice, the | ||
Secretary of State shall dissolve the limited liability company | ||
by issuing a certificate of dissolution that recites the | ||
grounds for dissolution and its effective date. The Secretary | ||
of
State shall file the original of the certificate in his or | ||
her office and mail one
copy to the limited liability company | ||
at its registered office or, if the
limited liability company | ||
has failed to maintain a registered office, then to
the last | ||
known address shown on the records of the Secretary of State | ||
for the
principal place of business of the limited liability | ||
company.
| ||
(c) Upon the administrative dissolution of a limited | ||
liability company, a
dissolved limited liability company shall | ||
continue for only the purpose of
winding up its business. A | ||
dissolved
limited liability company may take all action | ||
authorized
under Section 1-30 or otherwise necessary or | ||
appropriate to wind up its
business and affairs and terminate.
| ||
(Source: P.A. 98-171, eff. 8-5-13.)
| ||
(805 ILCS 180/35-40)
| ||
Sec. 35-40. Reinstatement following administrative
| ||
dissolution. | ||
(a) A limited liability company administratively
dissolved | ||
under Section 35-25 may be reinstated by the
Secretary of State | ||
following the date of
issuance of the notice of dissolution | ||
upon:
| ||
(1) The filing of an application for
reinstatement.
| ||
(2) The filing with the Secretary of State by the
| ||
limited liability company of all reports then due and
| ||
theretofore becoming due.
| ||
(3) The payment to the Secretary of State by the
| ||
limited liability company of all fees and penalties then
| ||
due and theretofore becoming due.
| ||
(b) The application for reinstatement shall be executed
and | ||
filed in duplicate in accordance with Section 5-45 of
this Act | ||
and shall set forth all of the following:
| ||
(1) The name of the limited liability company at
the | ||
time of the issuance of the notice of dissolution.
| ||
(2) If the name is not available for use as
determined | ||
by the Secretary of State at the time of
filing the | ||
application for reinstatement, the name of
the limited | ||
liability company as changed, provided
that any change of | ||
name is properly effected under
Section 1-10 and Section | ||
5.25 of this Act.
| ||
(3) The date of issuance of the notice of
dissolution.
| ||
(4) The address, including street and number
or
rural | ||
route number of the registered office of the
limited | ||
liability company upon reinstatement thereof
and the name | ||
of its registered agent at that address
upon the | ||
reinstatement of the limited liability
company,
provided | ||
that any change from either the
registered office or the | ||
registered agent at the
time of
dissolution is properly | ||
reported under Section
1-35 of this Act.
| ||
(c) When a dissolved limited liability company has
complied | ||
with the provisions of the Section, the Secretary of
State | ||
shall file the application for
reinstatement.
| ||
(d) Upon the filing of the application for
reinstatement, | ||
the limited liability company existence shall
be deemed to have | ||
continued without interruption from the
date of the issuance of | ||
the notice of dissolution, and the
limited liability company | ||
shall stand revived with the
powers, duties, and obligations as | ||
if it had not been
dissolved; and all acts and proceedings of | ||
its members, or
managers, officers, employees, and agents, | ||
acting or purporting to act in that capacity, and which that
| ||
would have been legal and valid but for the dissolution,
shall | ||
stand ratified and confirmed.
| ||
(e) Without limiting the generality of subsection (d), upon | ||
the filing of the application for reinstatement, no member, | ||
manager, or officer shall be personally liable for the debts | ||
and liabilities of the limited liability company incurred | ||
during the period of administrative dissolution by reason of | ||
the fact that the limited liability company was | ||
administratively dissolved at the time the debts or liabilities | ||
were incurred. | ||
(Source: P.A. 94-605, eff. 1-1-06.)
| ||
Section 20. The
Uniform Limited Partnership Act (2001) is | ||
amended by changing Sections 809 and 810 as follows: | ||
(805 ILCS 215/809)
| ||
Sec. 809. Administrative dissolution. | ||
(a) The Secretary of State may dissolve a limited | ||
partnership administratively if the limited partnership does | ||
not, within 60 days after the due date: | ||
(1) pay any fee, tax, or penalty due to the Secretary | ||
of State under this Act or other law; | ||
(2) file its annual report with the Secretary of State; | ||
or | ||
(3) appoint and maintain an agent for service of | ||
process in Illinois after a registered agent's notice of | ||
resignation under Section 116. | ||
(b) If the Secretary of State determines that a ground | ||
exists for administratively dissolving a limited partnership, | ||
the Secretary of State shall file a record of the determination | ||
and send a copy of the filed record to the limited | ||
partnership's agent for service of process in this State, or if | ||
the limited partnership does not appoint and maintain a proper | ||
agent, to the limited partnership's designated office. | ||
(c) If within 60 days after service of the copy of the | ||
record of determination the limited partnership does not | ||
correct each ground for dissolution or demonstrate to the | ||
reasonable satisfaction of the Secretary of State that each | ||
ground determined by the Secretary of State does not exist, the | ||
Secretary of State shall administratively dissolve the limited | ||
partnership by preparing, signing, and filing a declaration of | ||
dissolution that states the grounds for dissolution. The | ||
Secretary of State shall send a copy to the limited | ||
partnership's agent for service of process in this State, or if | ||
the limited partnership does not appoint and maintain a proper | ||
agent, to the limited partnership's designated office. | ||
(d) A limited partnership administratively dissolved | ||
continues its existence but may carry on only activities | ||
necessary or appropriate to wind up its activities and | ||
liquidate its assets under Sections 803 and 812 and to notify | ||
claimants under Sections 806 and 807. | ||
(e) The administrative dissolution of a limited | ||
partnership does not terminate the authority of its agent for | ||
service of process.
| ||
(Source: P.A. 97-839, eff. 7-20-12.) | ||
(805 ILCS 215/810)
| ||
Sec. 810. Reinstatement following administrative | ||
dissolution. | ||
(a) A limited partnership that has been administratively | ||
dissolved under Section 809 may be reinstated by the Secretary | ||
of State following the date of dissolution upon: | ||
(1) the filing of an application for reinstatement; | ||
(2) the filing with the Secretary of State of all | ||
reports then due and becoming due; and | ||
(3) the payment to the Secretary of State of all fees | ||
and penalties then due and becoming due. | ||
(b) The application for reinstatement shall be executed and | ||
filed in duplicate in accordance with Section 204 and shall set | ||
forth all of the following: | ||
(1) the name of the limited partnership at the time of | ||
dissolution; | ||
(2) the date of dissolution; | ||
(3) the agent for service of process and the address of | ||
the agent for service of process; provided that any change | ||
to either the agent for service of process or the address | ||
of the agent for service of process is properly reported | ||
under Section 115. | ||
(c) When a limited partnership that has been | ||
administratively dissolved has complied with the provisions of | ||
this Section, the Secretary of State shall file the application | ||
for reinstatement. | ||
(d) Upon filing of the application for reinstatement, : (i) | ||
the limited partnership existence shall be deemed to have | ||
continued without interruption from the date of dissolution and | ||
shall stand revived with such the powers, duties, and | ||
obligations, as if it had not been dissolved. , and (ii) All | ||
all acts and proceedings of its partners, officers, employees, | ||
and agents, acting or purporting to act in that capacity, and | ||
which that would have been legal and valid but for the | ||
dissolution shall stand ratified and confirmed.
| ||
(e) Without limiting the generality of subsection (d), upon | ||
the filing of the application for reinstatement, no limited | ||
partner or officer of the partnership shall be personally | ||
liable for the debts and liabilities of the limited partnership | ||
incurred during the period of administrative dissolution by | ||
reason of the fact that the limited partnership was | ||
administratively dissolved at the time the debts or liabilities | ||
were incurred. | ||
(Source: P.A. 97-839, eff. 7-20-12.) | ||