TITLE 30

CORPORATIONS

CHAPTER 24

LIMITED PARTNERSHIPS

PART 8

DISSOLUTION AND WINDING UP

30-24-803.  RESCINDING DISSOLUTION. (a)  A limited partnership may rescind its dissolution, unless a statement of termination applicable to the partnership is effective, the district court has entered an order under section 30-24-801(a)(6), Idaho Code, dissolving the partnership, or the secretary of state has dissolved the partnership under section 30-21-602, Idaho Code.

(b)  Rescinding dissolution under this section requires:

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

(2)  If the limited partnership has delivered to the secretary of state for filing an amendment to the certificate of limited partnership stating that the partnership is dissolved and:

(A)   The amendment is not effective, the filing by the partnership of a statement of withdrawal under section 30-21-204, Idaho Code, applicable to the amendment; or

(B)  The amendment is effective, the delivery by the partnership to the secretary of state for filing of an amendment to the certificate of limited partnership stating that dissolution has been rescinded under this section.

(c)  If a limited partnership rescinds its dissolution:

(1)  The partnership resumes carrying on its activities and affairs 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:

[30-24-803, added 2015, ch. 243, sec. 40, p. 865; am. 2020, ch. 82, sec. 32, p. 203.]