Title 7
Corporations, Associations, and Partnerships

Chapter 13.1
Uniform Limited Partnership Act

Part 8
Dissolution and Winding Up

§ 7-13.1-802. Winding up.

(a) A dissolved limited partnership shall wind up its activities and affairs and, except as otherwise provided in § 7-13.1-803, the partnership continues after dissolution only for the purpose of winding up.

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

(1) Shall discharge the partnership’s debts, obligations, and other liabilities, settle and close the partnership’s activities and affairs, and marshal and distribute the assets of the partnership; and

(2) May:

(i) Amend its certificate of limited partnership to state that the partnership is dissolved;

(ii) Preserve the partnership activities, affairs, and property as a going concern for a reasonable time;

(iii) Prosecute and defend actions and proceedings, whether civil, criminal, or administrative;

(iv) Transfer the partnership’s property;

(v) Settle disputes by mediation or arbitration;

(vi) Deliver to the secretary of state for filing a statement of dissolution stating the name of the partnership and that the partnership is dissolved; and

(vii) Perform other acts necessary or appropriate to the winding up.

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

(1) Has the powers of a general partner under § 7-13.1-804 but is not liable for the debts, obligations, and other liabilities of the partnership solely by reason of having or exercising those powers or otherwise acting to wind up the dissolved partnership’s activities and affairs; and

(2) Shall deliver promptly to the secretary of state for filing an amendment to the partnership’s certificate of limited partnership stating:

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

(ii) The name and street and mailing addresses of the person; and

(iii) That the person has been appointed pursuant to this subsection to wind up the partnership.

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

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

(2) The applicant establishes other good cause.