§425E-803 - Winding up.

[§425E-803] Winding up.
(a) A limited partnership continues after dissolution only for the purpose of
winding up its activities.

(b) In winding up its activities, the limited
partnership:

(1) May amend its certificate of limited partnership
to state that the limited partnership is dissolved, preserve the limited
partnership business or property as a going concern for a reasonable time,
prosecute and defend actions and proceedings, whether civil, criminal, or
administrative, transfer the limited partnership's property, settle disputes by
mediation or arbitration, file a statement of termination as provided in
section 425E-203, and perform other necessary acts; and

(2) Shall discharge the limited partnership's
liabilities, settle and close the limited partnership's activities, and marshal
and distribute the assets of the partnership.

(c) If a dissolved limited partnership does
not have a general partner, a person to wind up the dissolved limited
partnership's activities may be appointed by the consent of limited partners
owning a majority of the rights to receive distributions as limited partners at
the time the consent is to be effective. A person appointed under this
subsection:

(1) Has the powers of a general partner under section
425E-804; and

(2) Shall promptly amend the certificate of limited
partnership to state:

(A) That the limited partnership does not have
a general partner;

(B) The name of the person that has been
appointed to wind up the limited partnership; and

(d) On the application of any partner, the
circuit court may order judicial supervision of the winding up, including the
appointment of a person to wind up the dissolved limited partnership's
activities, if:

(1) A limited partnership does not have a general
partner and within a reasonable time following the dissolution no person has
been appointed pursuant to subsection (c); or

(2) The applicant establishes other good cause. [L
2003, c 210, pt of §1]