Illinois Compiled Statutes 805 ILCS 215/1111 – Liability of general partner after merger
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(a) A merger under this Article does not discharge any liability under Sections 404 and 607 of a person that was a general partner in or dissociated as a general partner from a constituent limited partnership, but:
(1) the provisions of this Act pertaining to the
(1) the provisions of this Act pertaining to the
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collection or discharge of the liability continue to apply to the liability;
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(2) for the purposes of applying those provisions,
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the surviving organization is deemed to be the constituent limited partnership; and
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(3) if a person is required to pay any amount under
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this subsection:
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(A) the person has a right of contribution from
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each other person that was liable as a general partner under Section 404 when the obligation was incurred and has not been released from the obligation under Section 607; and
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(B) the contribution due from each of those
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persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those persons when the obligation was incurred.
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(b) In addition to any other liability provided by law:
(1) a person that immediately before a merger became
Terms Used In Illinois Compiled Statutes 805 ILCS 215/1111
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
(1) a person that immediately before a merger became
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effective was a general partner in a constituent limited partnership that was not a limited liability limited partnership is personally liable for each obligation of the surviving organization arising from a transaction with a third party after the merger becomes effective, if, at the time the third party enters into the transaction, the third party:
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(A) does not have notice of the merger; and
(B) reasonably believes that:
(i) the surviving business is the constituent
(B) reasonably believes that:
(i) the surviving business is the constituent
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limited partnership;
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(ii) the constituent limited partnership is
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not a limited liability limited partnership; and
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(iii) the person is a general partner in the
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constituent limited partnership; and
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(2) a person that was dissociated as a general
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partner from a constituent limited partnership before the merger became effective is personally liable for each obligation of the surviving organization arising from a transaction with a third party after the merger becomes effective, if:
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(A) immediately before the merger became
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effective the surviving limited partnership was not a limited liability limited partnership; and
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(B) at the time the third party enters into the
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transaction less than 2 years have passed since the person dissociated as a general partner and the third party:
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(i) does not have notice of the dissociation;
(ii) does not have notice of the merger; and
(ii) does not have notice of the merger; and
(iii) reasonably believes that the surviving
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organization is the constituent limited partnership, the constituent limited partnership is not a limited liability limited partnership, and the person is a general partner in the constituent limited partnership.
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