{"data":{"id":"us-il/805-ilcs-215-1112","jurisdiction":"us-il","citation":"805 ILCS 215/1112","heading":"Power of general partners and persons dissociated as general partners to bind organization after merger.","body":"(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:\n(1) before the merger became effective, the act would have bound the constituent limited partnership under Section 402; and\n(2) at the time the third party enters into the transaction, the third party:\n(A) does not have notice of the merger; and\n(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.\n(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:\n(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\n(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:\n(A) does not have notice of the dissociation;\n(B) does not have notice of the merger; and\n(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.\n(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:\n(1) to the surviving organization for any damage caused to the organization arising from the obligation; and\n(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.","path":["CHAPTER 805 BUSINESS ORGANIZATIONS","Uniform Limited Partnership Act (2001)."],"source_url":"https://www.ilga.gov/legislation/ILCS/details?ActID=2625\u0026ChapterID=65\u0026ChapAct=FullText\u0026Print=True","current_through":"at least Public Act 104-790","vintage":"","retrieved_at":"2026-09-15T04:46:47Z","sha256":"ceef6e24d990a042b4e35250689cd303a92cae5024714d5975079a007f15df23","source_id":"us-il","stale":false,"prev":"us-il/805-ilcs-215-1111","next":"us-il/805-ilcs-215-1113"},"notice":"GroundRules: Original legal text. Not legal advice."}