(805 ILCS 215/1112)
Sec. 1112. Power of general partners and persons dissociated as general partners to bind organization after conversion or merger.
(a) An act of a person that immediately before a conversion or merger became effective was a general partner in a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if:
(1) before the conversion or merger became effective,
the act would have bound the converting or constituent limited partnership under Section 402; and
(2) at the time the third party enters into the
transaction, the third party:
(A) does not have notice of the conversion or
merger; and
(B) reasonably believes that the converted or
surviving business is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership.
(b) An act of a person that before a conversion or merger became effective was dissociated as a general partner from a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if:
(1) before the conversion or merger became effective,
the act would have bound the converting or constituent limited partnership under Section 402 if the person had been a general partner; and
(2) at the time the third party enters into the
transaction, less than two years have passed since the person dissociated as a general partner and the third party:
(A) does not have notice of the dissociation;
(B) does not have notice of the conversion or
merger; and
(C) reasonably believes that the converted or
surviving organization is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership.
(c) If a person having knowledge of the conversion or merger causes a converted or surviving organization to incur an obligation under subsection (a) or (b), the person is liable:
(1) to the converted or surviving organization for
any damage caused to the organization arising from the obligation; and
(2) if another person is liable for the obligation,
to that other person for any damage caused to that other person arising from the liability.
(Source: P.A. 93-967, eff. 1-1-05.)
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Last modified: February 18, 2015