Sec. 1112. Power of general partners and persons dissociated as general partners to bind organization after merger.

314 words·~1 min read·/il/chapter-805/act-215/1112

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

(a)An act of a person that immediately before merger became effective was a general partner in a constituent limited partnership binds the surviving organization after the merger becomes effective, if:

(1)before the merger became effective, the act would have bound the constituent limited

partnership under Section 402; and

(2)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 the surviving business is the constituent limited

partnership and that the person is a general partner in the constituent limited partnership.

(b)An act of a person that before a merger became effective was dissociated as a general partner from a constituent limited partnership binds the surviving organization after the merger becomes effective, if:

(1)before the merger became effective, the act would have bound the constituent limited

partnership under Section 402 if the person had been a general partner; and

(2)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:

(A)does not have notice of the dissociation;

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

(C)reasonably believes that the surviving organization is the constituent limited

partnership and that the person is a general partner in the constituent limited partnership.

(c)If a person having knowledge of the merger causes a surviving organization to incur an obligation under subsection

(a)or (b), the person is liable:

(1)to the surviving organization for any damage caused to the organization arising from

the obligation; and

(2)if another person is liable for the obligation, to that other person for any damage

caused to that other person arising from the liability.