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

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

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

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

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

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

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

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

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

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

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

(c)  If a dissolved limited partnership publishesa notice in accordance with subsection (b), the claim of each of the followingclaimants shall be barred unless the claimant commences an action to enforcethe claim against the dissolved limited partnership within five years after thepublication date of the notice:

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

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

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

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

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

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

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