SB1098 Summary

• Amends dissolution and reinstatement provisions for Business Corporations, Not-For-Profit Corporations, Limited Liability Companies, and Limited Partnerships to clarify director and officer liability during administrative dissolution periods.

• Directors are not liable under Section 8.65(a)(3) for debts incurred during administrative dissolution if the Secretary of State subsequently files an application for reinstatement.

• Upon filing an application for reinstatement, corporate existence is deemed continuous from the dissolution date, and all acts of shareholders, directors, officers, employees, and agents are ratified; additionally, no personal liability attaches for debts incurred during the administrative dissolution period.

• Clarifies that dissolved corporations may take actions "necessary or appropriate" (rather than only "so far as may be necessary") to wind up and liquidate their business and affairs.

• Extends similar reinstatement and liability protection provisions to not-for-profit corporations, limited liability companies, and limited partnerships under their respective statutory frameworks.