§425E-807  Other claims against
dissolved limited partnership.  (a)  A dissolved limited
partnership may publish notice of its dissolution and request persons having
claims against the limited partnership to present them in accordance with the
notice.



(b)  [Subsection effective until June 30, 2010.  For
subsection effective July 1, 2010, see below.]  The notice shall:



(1)  Be published at least once in a newspaper of
general circulation in the county in which the dissolved limited partnership's
principal office is located or, if it has none in this State, in the county in
which the limited partnership's designated office is or was last located;



(2)  Describe the information required to be contained
in a claim and provide a mailing address to which the claim is to be sent;



(3)  State that a claim against the limited
partnership shall be barred unless an action to enforce the claim is commenced
within five years after publication of the notice; and



(4)  Unless the limited partnership has been
throughout its existence a limited liability limited partnership, state that
the barring of a claim against the limited partnership shall also bar any
corresponding claim against any general partner or person dissociated as a
general partner that is based on section 425E-404.



(b)  [Subsection effective July 1, 2010.  For
subsection effective until June 30, 2010, see above.]  The notice shall:



(1)  Be published at least once in a newspaper of
general circulation in the county in which the dissolved limited partnership's
principal office is located or, if it has none in this State, in the city and
county of Honolulu;



(2)  Describe the information required to be contained
in a claim and provide a mailing address to which the claim is to be sent;



(3)  State that a claim against the limited
partnership shall be barred unless an action to enforce the claim is commenced
within five years after publication of the notice; and



(4)  Unless the limited partnership has been
throughout its existence a limited liability limited partnership, state that
the barring of a claim against the limited partnership shall also bar any
corresponding claim against any general partner or person dissociated as a
general partner that is based on section 425E-404.



(c)  If a dissolved limited partnership publishes
a notice in accordance with subsection (b), the claim of each of the following
claimants shall be barred unless the claimant commences an action to enforce
the claim against the dissolved limited partnership within five years after the
publication date of the notice:



(1)  A claimant that did not receive notice in a
record under section 425E-806;



(2)  A claimant whose claim was timely sent to the
dissolved limited partnership but not acted on; and



(3)  A claimant whose claim is contingent or based on
an event occurring after the effective date of dissolution.



(d)  A claim not barred under this section may
be enforced:



(1)  Against the dissolved limited partnership, to the
extent of its undistributed assets;



(2)  If the assets have been distributed in
liquidation, against a partner or transferee to the extent of that person's
proportionate share of the claim or the limited partnership's assets
distributed to the partner or transferee in liquidation, whichever is less, but
a person's total liability for all claims under this paragraph shall not exceed
the total amount of assets distributed to the person as part of the winding up
of the dissolved limited partnership; or



(3)  Against any person liable on the claim under
section 425E-404. [L 2003, c 210, pt of §1; am L 2009, c 55, §48]