29-1075. Statement of dissolution
A. After dissolution, a partner who has not wrongfully dissociated may file a
statement of dissolution stating the name of the partnership and that the partnership has
dissolved and is winding up its business.
B. A statement of dissolution cancels a filed statement of partnership authority
for the purposes of section 29-1023, subsection D and is a limitation on authority for
the purposes of section 29-1023, subsection E.
C. For the purposes of sections 29-1021 and 29-1074, a person who is not a partner
is deemed to have notice of the dissolution and the limitation on the partners' authority
as a result of the statement of dissolution ninety days after it is filed.
D. After filing and, if appropriate, recording a statement of dissolution, a
dissolved partnership may file and, if appropriate, record a statement of partnership
authority that operates with respect to a person who is not a partner as provided in
section 29-1023, subsections D and E in any transaction, whether or not the transaction
is appropriate for winding up the partnership business.
E. In order for a partnership to file a statement of dissolution where that
partnership has not previously filed a statement of partnership authority with the
secretary of state, the partnership must first file a statement of partnership authority
with the secretary of state pursuant to section 29-1023. The secretary of state shall not
accept any statement of dissolution for which a statement of partnership authority has
not first been filed with the secretary of state.
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