§ 48-1d-903 — Rescinding dissolution.

(1) A partnership may rescind the partnership's dissolution, unless a statement of termination applicable to the partnership is effective or the court has entered an order under Subsection 48-1d-901(4) or (5) dissolving the partnership.
(2) Rescinding dissolution under this section requires:

(2)(a) the affirmative vote or consent of each partner;
(2)(b) if a statement of dissolution applicable to the partnership has been filed by the division but has not become effective, delivery to the division for filing of a statement of withdrawal under Section 48-1d-114 applicable to the statement of dissolution; and
(2)(c) if a statement of dissolution applicable to the partnership is effective, the delivery to the division for filing of a statement of correction under Section 48-1d-115 stating that dissolution has been rescinded under this section.
(3) If a partnership rescinds the partnership's dissolution:

(3)(a) the partnership resumes carrying on its activities and affairs as if dissolution had never occurred;
(3)(b) subject to Subsection (3)(c), 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)(c) 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.

Legislative History

Amended by Chapter 401, 2023 General Session