Illinois Compiled Statutes 805 ILCS 215/1112 – Power of general partners and persons dissociated as general partners …
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Power of general partners and persons dissociated as general partners to bind organization after merger.
(a) An act of a person that immediately before merger became effective was a general partner in a constituent limited partnership binds the surviving organization after the merger becomes effective, if:
(1) before the merger became effective, the act would
(a) An act of a person that immediately before merger became effective was a general partner in a constituent limited partnership binds the surviving organization after the merger becomes effective, if:
Terms Used In Illinois Compiled Statutes 805 ILCS 215/1112
- 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) before the merger became effective, the act would
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have bound the constituent limited partnership under Section 402; and
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(2) at the time the third party enters into the
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transaction, the third party:
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(A) does not have notice of the merger; and
(B) reasonably believes that the surviving
(B) reasonably believes that the surviving
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business is the constituent limited partnership and that the person is a general partner in the constituent limited partnership.
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(b) An act of a person that before a merger became effective was dissociated as a general partner from a constituent limited partnership binds the surviving organization after the merger becomes effective, if:
(1) before the merger became effective, the act would
(1) before the merger became effective, the act would
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have bound the constituent limited partnership under Section 402 if the person had been a general partner; and
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(2) 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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(A) does not have notice of the dissociation;
(B) does not have notice of the merger; and
(C) reasonably believes that the surviving
(B) does not have notice of the merger; and
(C) reasonably believes that the surviving
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organization is the constituent limited partnership and that the person is a general partner in the constituent limited partnership.
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(c) If a person having knowledge of the merger causes a surviving organization to incur an obligation under subsection (a) or (b), the person is liable:
(1) to the surviving organization for any damage
(1) to the surviving organization for any damage
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caused to the organization arising from the obligation; and
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(2) if another person is liable for the obligation,
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to that other person for any damage caused to that other person arising from the liability.
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