TCA § 61-3-803 — Rescinding dissolution

A limited partnership may rescind its dissolution, unless a statement of termination applicable to the partnership has become effective, the court of record has entered an order under § 61-3-801(a)(6) dissolving the partnership, or the secretary of state has dissolved the partnership under § 61-3-811. Rescinding dissolution under this section requires: The affirmative vote or consent of each partner; and If the limited partnership has delivered to the secretary of state for filing an amendment to the certificate of limited partnership stating that the limited partnership is dissolved and: The amendment has not become effective, delivery to the secretary of state for filing of a statement of withdrawal applicable to the amendment; or The amendment has become effective, delivery to the secretary of state for filing of an amendment to the certificate of limited partnership stating that dissolution has been rescinded under this section. If a limited partnership rescinds its dissolution: The limited partnership resumes carrying on the limited partnership's activities and affairs as if dissolution had never occurred; Subject to subdivision (c)(3), any liability incurred by the limited partnership after the dissolution and before the rescission has become effective is determined as if dissolution had never occurred; and 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 shall not be adversely affected.