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of state for filing of a statement of recession stating the name of the partnership and that dissolution has been rescinded under this section.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.
[30-23-803, added 2015, ch. 243, sec. 30, p. 831; am. 2020, ch. 82, sec. 28, p. 200.]