Sec. 1111. Liability of general partner after merger.

440 words·~2 min read·/il/chapter-805/act-215/1111

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

(a)A merger under this Article does not discharge any liability under Sections 404 and 607 of a person that was a general partner in or dissociated as a general partner from a constituent limited partnership, but:

(1)the provisions of this Act pertaining to the collection or discharge of the

liability continue to apply to the liability;

(2)for the purposes of applying those provisions, the surviving organization is deemed

to be the constituent limited partnership; and

(3)if a person is required to pay any amount under this subsection:

(A)the person has a right of contribution from each other person that was liable as

a general partner under Section 404 when the obligation was incurred and has not been released from the obligation under Section 607; and

(B)the contribution due from each of those persons is in proportion to the right to

receive distributions in the capacity of general partner in effect for each of those persons when the obligation was incurred.

(b)In addition to any other liability provided by law:

(1)a person that immediately before a merger became effective was a general partner in

a constituent limited partnership that was not a limited liability limited partnership is personally liable for each obligation of the surviving organization arising from a transaction with a third party after the merger becomes effective, if, at the time the third party enters into the transaction, the third party:

(A)does not have notice of the merger; and

(B)reasonably believes that:

(i)the surviving business is the constituent limited partnership;

(ii)the constituent limited partnership is not a limited liability limited

partnership; and

(iii)the person is a general partner in the constituent limited partnership; and

(2)a person that was dissociated as a general partner from a constituent limited

partnership before the merger became effective is personally liable for each obligation of the surviving organization arising from a transaction with a third party after the merger becomes effective, if:

(A)immediately before the merger became effective the surviving limited partnership

was not a limited liability limited partnership; and

(B)at the time the third party enters into the transaction less than 2 years have

passed since the person dissociated as a general partner and the third party:

(i)does not have notice of the dissociation;

(ii)does not have notice of the merger; and

(iii)reasonably believes that the surviving organization is the constituent

limited partnership, the constituent limited partnership is not a limited liability limited partnership, and the person is a general partner in the constituent limited partnership.