TITLE 30

CORPORATIONS

CHAPTER 23

GENERAL PARTNERSHIPS

PART 8

DISSOLUTION AND WINDING UP

30-23-803.  RESCINDING DISSOLUTION. (a) A partnership may rescind its dissolution, unless a statement of termination applicable to the partnership is effective or the district court has entered an order under section 30-23-801(4) or (5), Idaho Code, dissolving the partnership.

(b)  Rescinding dissolution under this section requires:

(1)  The affirmative vote or consent of each partner;

(2)  If the partnership has delivered to the secretary of state for filing a statement of dissolution and:

(A)  The statement of dissolution has not become effective, delivery to the secretary of state for filing of a statement of withdrawal under section 30-21-204, Idaho Code, applicable to the statement of dissolution; or

(B)  If a statement of dissolution applicable to the partnership is effective, the delivery to the secretary of state for filing of a statement of recession stating the name of the partnership and that dissolution has been rescinded under this section.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 paragraph (3) of this subsection, any liability incurred by the partnership after the dissolution and before the rescission is 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:

[30-23-803, added 2015, ch. 243, sec. 30, p. 831; am. 2020, ch. 82, sec. 28, p. 200.]