Sec. 34-28c. Winding up of limited partnership. - Connecticut Statutes

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Statutes > Connecticut > Title34 > Chap610 > Sec34-28c

      Sec. 34-28c. Winding up of limited partnership. (a) Except as provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners, may wind up the limited partnership's affairs; but the superior court of the judicial district where the principal business of the partnership is carried on may wind up the limited partnership's affairs upon application of any partner, his legal representative or assignee.

      (b) Upon the dissolution of a limited partnership and until the filing of a certificate of cancellation as provided in section 34-32a, the persons winding up the affairs of the limited partnership may, in the name of, and for and on behalf of the limited partnership, prosecute and defend suits, whether civil, criminal or administrative, settle and close the business of the limited partnership, dispose of and convey the property of the limited partnership, discharge the liabilities of the limited partnership and distribute to the partners any remaining assets of the limited partnership, all without affecting the liability of the limited partners.

      (P.A. 79-440, S. 45; P.A. 89-116, S. 4.)

      History: P.A. 89-116 added Subsec. (b) re powers of persons winding up affairs of limited partnership without affecting liability of limited partners.

State Codes and Statutes

Statutes > Connecticut > Title34 > Chap610 > Sec34-28c

      Sec. 34-28c. Winding up of limited partnership. (a) Except as provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners, may wind up the limited partnership's affairs; but the superior court of the judicial district where the principal business of the partnership is carried on may wind up the limited partnership's affairs upon application of any partner, his legal representative or assignee.

      (b) Upon the dissolution of a limited partnership and until the filing of a certificate of cancellation as provided in section 34-32a, the persons winding up the affairs of the limited partnership may, in the name of, and for and on behalf of the limited partnership, prosecute and defend suits, whether civil, criminal or administrative, settle and close the business of the limited partnership, dispose of and convey the property of the limited partnership, discharge the liabilities of the limited partnership and distribute to the partners any remaining assets of the limited partnership, all without affecting the liability of the limited partners.

      (P.A. 79-440, S. 45; P.A. 89-116, S. 4.)

      History: P.A. 89-116 added Subsec. (b) re powers of persons winding up affairs of limited partnership without affecting liability of limited partners.

State Codes and Statutes

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State Codes and Statutes

Statutes > Connecticut > Title34 > Chap610 > Sec34-28c

      Sec. 34-28c. Winding up of limited partnership. (a) Except as provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners, may wind up the limited partnership's affairs; but the superior court of the judicial district where the principal business of the partnership is carried on may wind up the limited partnership's affairs upon application of any partner, his legal representative or assignee.

      (b) Upon the dissolution of a limited partnership and until the filing of a certificate of cancellation as provided in section 34-32a, the persons winding up the affairs of the limited partnership may, in the name of, and for and on behalf of the limited partnership, prosecute and defend suits, whether civil, criminal or administrative, settle and close the business of the limited partnership, dispose of and convey the property of the limited partnership, discharge the liabilities of the limited partnership and distribute to the partners any remaining assets of the limited partnership, all without affecting the liability of the limited partners.

      (P.A. 79-440, S. 45; P.A. 89-116, S. 4.)

      History: P.A. 89-116 added Subsec. (b) re powers of persons winding up affairs of limited partnership without affecting liability of limited partners.