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

(b)  In winding up its activities, the limitedpartnership:

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

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

(c)  If a dissolved limited partnership doesnot have a general partner, a person to wind up the dissolved limitedpartnership's activities may be appointed by the consent of limited partnersowning a majority of the rights to receive distributions as limited partners atthe time the consent is to be effective.  A person appointed under thissubsection:

(1)  Has the powers of a general partner under section425E-804; and

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

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

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

(C)  The street and mailing address of theperson.

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

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

(2)  The applicant establishes other good cause. [L2003, c 210, pt of §1]