SB1098 EnrolledLRB098 05367 WGH 35401 b

1    AN ACT concerning business.
 
2    Be it enacted by the People of the State of Illinois,
3represented in the General Assembly:
 
4    Section 5. The Business Corporation Act of 1983 is amended
5by changing Sections 8.65, 12.40, 12.45, and 12.80 as follows:
 
6    (805 ILCS 5/8.65)  (from Ch. 32, par. 8.65)
7    Sec. 8.65. Liability of directors in certain cases.
8    (a) In addition to any other liabilities imposed by law
9upon directors of a corporation, they are liable as follows:
10        (1) The directors of a corporation who vote for or
11    assent to any distribution prohibited by Section 9.10 of
12    this Act shall be jointly and severally liable to the
13    corporation for the amount of such distribution.
14        (2) If a dissolved corporation shall proceed to bar any
15    known claims against it under Section 12.75, the directors
16    of such corporation who fail to take reasonable steps to
17    cause the notice required by Section 12.75 of this Act to
18    be given to any known creditor of such corporation shall be
19    jointly and severally liable to such creditor for all loss
20    and damage occasioned thereby.
21        (3) Unless dissolution is subsequently revoked
22    pursuant to Section 12.25 of this Act, the The directors of
23    a corporation that carries on its business after the filing

 

 

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1    by the Secretary of State of articles of dissolution with
2    respect to a voluntary dissolution authorized as provided
3    by this Act, otherwise than so far as may be necessary or
4    appropriate to wind up and liquidate its business and
5    affairs for the winding up thereof, shall be jointly and
6    severally liable to the creditors of such corporation for
7    all debts and liabilities of the corporation incurred in so
8    carrying on its business. Directors of a corporation that
9    carries on its business during a period of administrative
10    dissolution shall not be liable under this paragraph (a)(3)
11    if the Secretary of State subsequently files an application
12    for reinstatement under subsection (c) of Section 12.45,
13    which reinstatement shall have the effect described in
14    subsection (d) of Section 12.45.
15    (b) A director of a corporation who is present at a meeting
16of its board of directors at which action on any corporate
17matter is taken is conclusively presumed to have assented to
18the action taken unless his or her dissent is entered in the
19minutes of the meeting or unless he or she files his or her
20written dissent to such action with the person acting as the
21secretary of the meeting before the adjournment thereof or
22forwards such dissent by registered or certified mail to the
23secretary of the corporation immediately after the adjournment
24of the meeting. Such right to dissent does not apply to a
25director who voted in favor of such action.
26    (c) A director shall not be liable for a distribution of

 

 

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1assets to the shareholders of a corporation in excess of the
2amount authorized by Section 9.10 of this Act if he or she
3relied and acted in good faith upon a balance sheet and profit
4and loss statement of the corporation represented to him or her
5to be correct by the president or the officer of such
6corporation having charge of its books of account, or certified
7by an independent public or certified public accountant or firm
8of such accountants to fairly reflect the financial condition
9of such corporation, nor shall he or she be so liable if in
10good faith in determining the amount available for any such
11dividend or distribution he or she considered the assets to be
12of their book value.
13    (d) Any director against whom a claim is asserted under
14this Section and who is held liable thereon, is entitled to
15contribution from the other directors who are likewise liable
16thereon.
17    Any director against whom a claim is asserted for the
18improper distribution of assets of a corporation and who is
19held liable thereon, is entitled to contribution from the
20shareholders who knowingly accepted or received any such
21distribution in proportion to the amounts received by them
22respectively.
23(Source: P.A. 84-924.)
 
24    (805 ILCS 5/12.40)  (from Ch. 32, par. 12.40)
25    Sec. 12.40. Procedure for administrative dissolution.

 

 

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1    (a) After the Secretary of State determines that one or
2more grounds exist under Section 12.35 for the administrative
3dissolution of a corporation, he or she shall send by regular
4mail to each delinquent corporation a Notice of Delinquency to
5its registered office, or, if the corporation has failed to
6maintain a registered office, then to the president or other
7principal officer at the last known office of said officer.
8    (b) If the corporation does not correct the default
9described in paragraphs (a) through (e) of Section 12.35 within
1090 days following such notice, the Secretary of State shall
11thereupon dissolve the corporation by issuing a certificate of
12dissolution that recites the ground or grounds for dissolution
13and its effective date. If the corporation does not correct the
14default described in paragraphs (f) through (h) of Section
1512.35, within 30 days following such notice, the Secretary of
16State shall thereupon dissolve the corporation by issuing a
17certificate of dissolution as herein prescribed. The Secretary
18of State shall file the original of the certificate in his or
19her office and mail one copy to the corporation at its
20registered office or, if the corporation has failed to maintain
21a registered office, then to the president or other principal
22officer at the last known office of said officer.
23    (c) The administrative dissolution of a corporation
24terminates its corporate existence and such a dissolved
25corporation shall not thereafter carry on any business,
26provided however, that such a dissolved corporation may take

 

 

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1all action authorized under Section 12.75 or as otherwise
2necessary or appropriate to wind up and liquidate its business
3and affairs under Section 12.30.
4(Source: P.A. 96-1121, eff. 1-1-11.)
 
5    (805 ILCS 5/12.45)  (from Ch. 32, par. 12.45)
6    Sec. 12.45. Reinstatement following administrative
7dissolution.
8    (a) A domestic corporation administratively dissolved
9under Section 12.40 may be reinstated by the Secretary of State
10following the date of issuance of the certificate of
11dissolution upon:
12        (1) The filing of an application for reinstatement.
13        (2) The filing with the Secretary of State by the
14    corporation of all reports then due and theretofore
15    becoming due.
16        (3) The payment to the Secretary of State by the
17    corporation of all fees, franchise taxes, and penalties
18    then due and theretofore becoming due.
19    (b) The application for reinstatement shall be executed and
20filed in duplicate in accordance with Section 1.10 of this Act
21and shall set forth:
22        (1) The name of the corporation at the time of the
23    issuance of the certificate of dissolution.
24        (2) If such name is not available for use as determined
25    by the Secretary of State at the time of filing the

 

 

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1    application for reinstatement, the name of the corporation
2    as changed, provided however, and any change of name is
3    properly effected pursuant to Section 10.05 and Section
4    10.30 of this Act.
5        (3) The date of the issuance of the certificate of
6    dissolution.
7        (4) The address, including street and number, or rural
8    route number of the registered office of the corporation
9    upon reinstatement thereof, and the name of its registered
10    agent at such address upon the reinstatement of the
11    corporation, provided however, that any change from either
12    the registered office or the registered agent at the time
13    of dissolution is properly reported pursuant to Section
14    5.10 of this Act.
15    (c) When a dissolved corporation has complied with the
16provisions of this Section the Secretary of State shall file
17the application for reinstatement.
18    (d) Upon the filing of the application for reinstatement,
19the corporate existence for all purposes shall be deemed to
20have continued without interruption from the date of the
21issuance of the certificate of dissolution, and the corporation
22shall stand revived with such powers, duties and obligations as
23if it had not been dissolved; and all acts and proceedings of
24its officers, directors and shareholders, directors, officers,
25employees, and agents, acting or purporting to act in that
26capacity as such, and which would have been legal and valid but

 

 

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1for such dissolution, shall stand ratified and confirmed.
2    (e) Without limiting the generality of subsection (d), upon
3the filing of the application for reinstatement, no
4shareholder, director, or officer shall be personally liable,
5under Section 8.65 of this Act or otherwise, for the debts and
6liabilities of the corporation incurred during the period of
7administrative dissolution by reason of the fact that the
8corporation was administratively dissolved at the time the
9debts or liabilities were incurred.
10(Source: P.A. 96-328, eff. 8-11-09.)
 
11    (805 ILCS 5/12.80)  (from Ch. 32, par. 12.80)
12    Sec. 12.80. Survival of remedy after dissolution. The
13dissolution of a corporation either (1) by filing articles of
14dissolution in accordance with Section 12.20 of this Act, (2)
15by the issuance of a certificate of dissolution in accordance
16with Section 12.40 of this Act, (3) by a judgment of
17dissolution by a circuit court of this State, or (4) by
18expiration of its period of duration, shall not take away nor
19impair any civil remedy available to or against such
20corporation, its directors, or shareholders, for any right or
21claim existing, or any liability accrued or incurred, either
22prior to, at the time of, or after such dissolution if action
23or other proceeding thereon is commenced within five years
24after the date of such dissolution. Any such action or
25proceeding by or against the corporation may be prosecuted or

 

 

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1defended by the corporation in its corporate name. This
2provision does not extend any applicable statute of
3limitations.
4(Source: P.A. 92-33, eff. 7-1-01.)
 
5    Section 10. The General Not For Profit Corporation Act of
61986 is amended by changing Sections 108.65, 112.40, and 112.45
7as follows:
 
8    (805 ILCS 105/108.65)  (from Ch. 32, par. 108.65)
9    Sec. 108.65. Liability of directors in certain cases.
10    (a) In addition to any other liabilities imposed by law
11upon directors of a corporation, they are liable as follows:
12        (1) The directors of a corporation who vote for or
13    assent to any distribution not authorized by Section 109.10
14    or Article 12 of this Act shall be jointly and severally
15    liable to the corporation for the amount of such
16    distribution.
17        (2) If a dissolved corporation shall proceed to bar any
18    known claims against it under Section 112.75 of this Act,
19    the directors of such corporation who fail to take
20    reasonable steps to cause the notice required by Section
21    112.75 of this Act to be given to any known creditor of
22    such corporation shall be jointly and severally liable to
23    such creditor for all loss and damage occasioned thereby.
24        (3) Unless dissolution is subsequently revoked

 

 

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1    pursuant to Section 112.25 of this Act, the The directors
2    of a corporation that conducts its affairs after the filing
3    by the Secretary of State of articles of dissolution with
4    respect to a voluntary dissolution authorized as provided
5    by this Act, otherwise than so far as may be necessary or
6    appropriate to wind up and liquidate its affairs for the
7    winding up thereof, shall be jointly and severally liable
8    to the creditors of such corporation for all debts and
9    liabilities of the corporation incurred in so conducting
10    its affairs. Directors of a corporation that conducts its
11    affairs during a period of administrative dissolution
12    shall not be liable under this paragraph (a)(3) if the
13    Secretary of State subsequently files an application for
14    reinstatement under subsection (c) of Section 112.45,
15    which reinstatement shall have the effect described in
16    subsection (d) of Section 112.45.
17    (b) A director of a corporation who is present at a meeting
18of its board of directors at which action on any corporate
19matter is taken is conclusively presumed to have assented to
20the action taken unless his or her dissent or abstention is
21entered in the minutes of the meeting or unless he or she files
22his or her written dissent or abstention to such action with
23the person acting as the secretary of the meeting before the
24adjournment thereof or forwards such dissent or abstention by
25registered or certified mail to the secretary of the
26corporation immediately after the adjournment of the meeting.

 

 

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1Such right to dissent or abstain does not apply to a director
2who voted in favor of such action.
3    (c) A director shall not be liable for a distribution of
4assets to any person in excess of the amount authorized by
5Section 109.10 or Article 12 of this Act if he or she relied
6and acted in good faith upon a balance sheet and profit and
7loss statement of the corporation represented to him or her to
8be correct by the president or the officer of such corporation
9having charge of its books of account, or certified by an
10independent public or certified public accountant or firm of
11such accountants to fairly reflect the financial condition of
12such corporation, nor shall he or she be so liable if in good
13faith in determining the amount available for any such
14distribution he or she considered the assets to be of their
15book value.
16    (d) Any director against whom a claim is asserted under
17this Section and who is held liable thereon, is entitled to
18contribution from the other directors who are likewise liable
19thereon. Any director against whom a claim is asserted for the
20improper distribution of assets of a corporation, and who is
21held liable thereon, is entitled to contribution from the
22persons who knowingly accepted or received any such
23distribution in proportion to the amounts received by them
24respectively.
25(Source: P.A. 84-1423.)
 

 

 

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1    (805 ILCS 105/112.40)  (from Ch. 32, par. 112.40)
2    Sec. 112.40. Procedure for administrative dissolution.
3    (a) After the Secretary of State determines that one or
4more grounds exist under Section 112.35 of this Act for the
5administrative dissolution of a corporation, he or she shall
6send by regular mail to each delinquent corporation a Notice of
7Delinquency to its registered office, or, if the corporation
8has failed to maintain a registered office, then to the
9president or other principal officer at the last known office
10of said officer.
11    (b) If the corporation does not correct the default within
1290 days following such notice, the Secretary of State shall
13thereupon dissolve the corporation by issuing a certificate of
14dissolution that recites the ground or grounds for dissolution
15and its effective date. The Secretary of State shall file the
16original of the certificate in his or her office and mail one
17copy to the corporation at its registered office or, if the
18corporation has failed to maintain a registered office, then to
19the president or other principal officer at the last known
20office of said officer.
21    (c) The administrative dissolution of a corporation
22terminates its corporate existence and such a dissolved
23corporation shall not thereafter carry on any affairs, provided
24however, that such a dissolved corporation may take all action
25authorized under Section 112.75 of this Act or as otherwise
26necessary or appropriate to wind up and liquidate its affairs

 

 

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1under Section 112.30 of this Act.
2(Source: P.A. 96-1121, eff. 1-1-11.)
 
3    (805 ILCS 105/112.45)  (from Ch. 32, par. 112.45)
4    Sec. 112.45. Reinstatement following administrative
5dissolution.
6    (a) A domestic corporation administratively dissolved
7under Section 112.40 of this Act may be reinstated by the
8Secretary of State following the date of issuance of the
9certificate of dissolution upon:
10        (1) The filing of an application for reinstatement;
11        (2) The filing with the Secretary of State by the
12    corporation of all reports then due and theretofore
13    becoming due;
14        (3) The payment to the Secretary of State by the
15    corporation of all fees and penalties then due and
16    theretofore becoming due.
17    (b) The application for reinstatement shall be executed and
18filed in duplicate in accordance with Section 101.10 of this
19Act and shall set forth:
20        (1) The name of the corporation at the time of the
21    issuance of the certificate of dissolution;
22        (2) If such name is not available for use as determined
23    by the Secretary of State at the time of filing the
24    application for reinstatement, the name of the corporation
25    as changed; provided, however, that any change of name is

 

 

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1    properly effected pursuant to Section 110.05 and Section
2    110.30 of this Act;
3        (3) The date of the issuance of the certificate of
4    dissolution;
5        (4) The address, including street and number, or rural
6    route number, of the registered office of the corporation
7    upon reinstatement thereof, and the name of its registered
8    agent at such address upon the reinstatement of the
9    corporation, provided however, that any change from either
10    the registered office or the registered agent at the time
11    of dissolution is properly reported pursuant to Section
12    105.10 of this Act.
13    (c) When a dissolved corporation has complied with the
14provisions of this Section, the Secretary of State shall file
15the application for reinstatement.
16    (d) Upon the filing of the application for reinstatement,
17the corporate existence for all purposes shall be deemed to
18have continued without interruption from the date of the
19issuance of the certificate of dissolution, and the corporation
20shall stand revived with such powers, duties and obligations as
21if it had not been dissolved; and all acts and proceedings of
22its shareholders, members, officers, employees, and agents
23officers, directors and members, acting or purporting to act in
24that capacity as such, and which would have been legal and
25valid but for such dissolution, shall stand ratified and
26confirmed.

 

 

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1    (e) Without limiting the generality of subsection (d), upon
2filing of the application for reinstatement, no shareholder,
3director, or officer shall be personally liable, under Section
4108.65 of this Act or otherwise, for the debts and liabilities
5of the corporation incurred during the period of administrative
6dissolution by reason of the fact that the corporation was
7administratively dissolved at the time the debts or liabilities
8were incurred.
9(Source: P.A. 94-605, eff. 1-1-06.)
 
10    Section 15. The Limited Liability Company Act is amended by
11changing Sections 35-30 and 35-40 as follows:
 
12    (805 ILCS 180/35-30)
13    Sec. 35-30. Procedure for administrative dissolution.
14    (a) After the Secretary of State determines that one or
15more grounds exist under Section 35-25 for the administrative
16dissolution of a limited liability company, the Secretary of
17State shall send a notice of delinquency by regular mail to
18each delinquent limited liability company at its registered
19office or, if the limited liability company has failed to
20maintain a registered office, then to the last known address
21shown on the records of the Secretary of State for the
22principal place of business of the limited liability company.
23    (b) If the limited liability company does not correct the
24default described in paragraphs (1) or (2) of Section 35-25

 

 

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1within 120 days following the date of the notice of
2delinquency, the Secretary of State shall thereupon dissolve
3the limited liability company by issuing a certificate of
4dissolution that recites the grounds for dissolution and its
5effective date. If the limited liability company does not
6correct the default described in paragraphs (2.5), (3), (4), or
7(5) of Section 35-25 within 60 days following the notice, the
8Secretary of State shall dissolve the limited liability company
9by issuing a certificate of dissolution that recites the
10grounds for dissolution and its effective date. The Secretary
11of State shall file the original of the certificate in his or
12her office and mail one copy to the limited liability company
13at its registered office or, if the limited liability company
14has failed to maintain a registered office, then to the last
15known address shown on the records of the Secretary of State
16for the principal place of business of the limited liability
17company.
18    (c) Upon the administrative dissolution of a limited
19liability company, a dissolved limited liability company shall
20continue for only the purpose of winding up its business. A
21dissolved limited liability company may take all action
22authorized under Section 1-30 or otherwise necessary or
23appropriate to wind up its business and affairs and terminate.
24(Source: P.A. 98-171, eff. 8-5-13.)
 
25    (805 ILCS 180/35-40)

 

 

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1    Sec. 35-40. Reinstatement following administrative
2dissolution.
3    (a) A limited liability company administratively dissolved
4under Section 35-25 may be reinstated by the Secretary of State
5following the date of issuance of the notice of dissolution
6upon:
7        (1) The filing of an application for reinstatement.
8        (2) The filing with the Secretary of State by the
9    limited liability company of all reports then due and
10    theretofore becoming due.
11        (3) The payment to the Secretary of State by the
12    limited liability company of all fees and penalties then
13    due and theretofore becoming due.
14    (b) The application for reinstatement shall be executed and
15filed in duplicate in accordance with Section 5-45 of this Act
16and shall set forth all of the following:
17        (1) The name of the limited liability company at the
18    time of the issuance of the notice of dissolution.
19        (2) If the name is not available for use as determined
20    by the Secretary of State at the time of filing the
21    application for reinstatement, the name of the limited
22    liability company as changed, provided that any change of
23    name is properly effected under Section 1-10 and Section
24    5.25 of this Act.
25        (3) The date of issuance of the notice of dissolution.
26        (4) The address, including street and number or rural

 

 

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1    route number of the registered office of the limited
2    liability company upon reinstatement thereof and the name
3    of its registered agent at that address upon the
4    reinstatement of the limited liability company, provided
5    that any change from either the registered office or the
6    registered agent at the time of dissolution is properly
7    reported under Section 1-35 of this Act.
8    (c) When a dissolved limited liability company has complied
9with the provisions of the Section, the Secretary of State
10shall file the application for reinstatement.
11    (d) Upon the filing of the application for reinstatement,
12the limited liability company existence shall be deemed to have
13continued without interruption from the date of the issuance of
14the notice of dissolution, and the limited liability company
15shall stand revived with the powers, duties, and obligations as
16if it had not been dissolved; and all acts and proceedings of
17its members, or managers, officers, employees, and agents,
18acting or purporting to act in that capacity, and which that
19would have been legal and valid but for the dissolution, shall
20stand ratified and confirmed.
21    (e) Without limiting the generality of subsection (d), upon
22the filing of the application for reinstatement, no member,
23manager, or officer shall be personally liable for the debts
24and liabilities of the limited liability company incurred
25during the period of administrative dissolution by reason of
26the fact that the limited liability company was

 

 

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1administratively dissolved at the time the debts or liabilities
2were incurred.
3(Source: P.A. 94-605, eff. 1-1-06.)
 
4    Section 20. The Uniform Limited Partnership Act (2001) is
5amended by changing Sections 809 and 810 as follows:
 
6    (805 ILCS 215/809)
7    Sec. 809. Administrative dissolution.
8    (a) The Secretary of State may dissolve a limited
9partnership administratively if the limited partnership does
10not, within 60 days after the due date:
11        (1) pay any fee, tax, or penalty due to the Secretary
12    of State under this Act or other law;
13        (2) file its annual report with the Secretary of State;
14    or
15        (3) appoint and maintain an agent for service of
16    process in Illinois after a registered agent's notice of
17    resignation under Section 116.
18    (b) If the Secretary of State determines that a ground
19exists for administratively dissolving a limited partnership,
20the Secretary of State shall file a record of the determination
21and send a copy of the filed record to the limited
22partnership's agent for service of process in this State, or if
23the limited partnership does not appoint and maintain a proper
24agent, to the limited partnership's designated office.

 

 

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1    (c) If within 60 days after service of the copy of the
2record of determination the limited partnership does not
3correct each ground for dissolution or demonstrate to the
4reasonable satisfaction of the Secretary of State that each
5ground determined by the Secretary of State does not exist, the
6Secretary of State shall administratively dissolve the limited
7partnership by preparing, signing, and filing a declaration of
8dissolution that states the grounds for dissolution. The
9Secretary of State shall send a copy to the limited
10partnership's agent for service of process in this State, or if
11the limited partnership does not appoint and maintain a proper
12agent, to the limited partnership's designated office.
13    (d) A limited partnership administratively dissolved
14continues its existence but may carry on only activities
15necessary or appropriate to wind up its activities and
16liquidate its assets under Sections 803 and 812 and to notify
17claimants under Sections 806 and 807.
18    (e) The administrative dissolution of a limited
19partnership does not terminate the authority of its agent for
20service of process.
21(Source: P.A. 97-839, eff. 7-20-12.)
 
22    (805 ILCS 215/810)
23    Sec. 810. Reinstatement following administrative
24dissolution.
25    (a) A limited partnership that has been administratively

 

 

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1dissolved under Section 809 may be reinstated by the Secretary
2of State following the date of dissolution upon:
3        (1) the filing of an application for reinstatement;
4        (2) the filing with the Secretary of State of all
5    reports then due and becoming due; and
6        (3) the payment to the Secretary of State of all fees
7    and penalties then due and becoming due.
8    (b) The application for reinstatement shall be executed and
9filed in duplicate in accordance with Section 204 and shall set
10forth all of the following:
11        (1) the name of the limited partnership at the time of
12    dissolution;
13        (2) the date of dissolution;
14        (3) the agent for service of process and the address of
15    the agent for service of process; provided that any change
16    to either the agent for service of process or the address
17    of the agent for service of process is properly reported
18    under Section 115.
19    (c) When a limited partnership that has been
20administratively dissolved has complied with the provisions of
21this Section, the Secretary of State shall file the application
22for reinstatement.
23    (d) Upon filing of the application for reinstatement, : (i)
24the limited partnership existence shall be deemed to have
25continued without interruption from the date of dissolution and
26shall stand revived with such the powers, duties, and

 

 

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1obligations, as if it had not been dissolved. , and (ii) All
2all acts and proceedings of its partners, officers, employees,
3and agents, acting or purporting to act in that capacity, and
4which that would have been legal and valid but for the
5dissolution shall stand ratified and confirmed.
6    (e) Without limiting the generality of subsection (d), upon
7the filing of the application for reinstatement, no limited
8partner or officer of the partnership shall be personally
9liable for the debts and liabilities of the limited partnership
10incurred during the period of administrative dissolution by
11reason of the fact that the limited partnership was
12administratively dissolved at the time the debts or liabilities
13were incurred.
14(Source: P.A. 97-839, eff. 7-20-12.)