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 30-21-114, 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of state for filing of a statement of recession stating the name of the partnership and that dissolution has been rescinded under this section.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.]