(a) If a dissolved partnership has a partner or partners that have not dissociated, that partner or those partners shall wind up the business or not for profit activity of the partnership and shall have the powers set forth in Section 10A-8A-8.04. A person whose dissociation as a partner resulted in the dissolution of the partnership may participate in the winding up as if still a partner, unless the dissociation was wrongful.
(b) If a dissolved partnership does not have a partner and no person has the right to participate in winding up under subsection (a), the personal or legal representative of the last person to have been a partner may wind up the partnership's business or not for profit activity. If the representative does not exercise that right, a person to wind up the partnership's business or not for profit activity may be appointed by the affirmative vote or consent of transferees owning a majority of the transferable interests at the time the consent is to be effective.
(c) A court of competent jurisdiction may order judicial supervision of the winding up of a dissolved partnership, including the appointment of a person to wind up the partnership's business or not for profit activity:
(1) on application of a partner or any person entitled under the last sentence of subsection (a) to participate in the winding up of the dissolved partnership, if the applicant establishes good cause;
(2) on application of a transferee, if the partnership does not have a partner and within a reasonable time following the dissolution no person having the authority to wind up the business or not for profit activity of the partnership has been appointed pursuant to subsection (b);
(3) on application of a transferee, if the partnership does not have a partner and within a reasonable time following the dissolution the person appointed pursuant to subsection (b) is not winding up the business or not for profit activity of the partnership; or
(4) in connection with a proceeding under Section 10A-8A-8.01(4) or (5).
(d) A person appointed under subsection (b) or (c) is not a partner but:
(1) has the powers of a partner under Section 10A-8A-8.04 but is not liable for the debts, liabilities, and other obligations of the partnership solely by reason of having or exercising those powers or otherwise acting to wind up the business or not for profit activity of the dissolved partnership; and
(2) shall promptly deliver to the Secretary of State for filing a statement of dissolution setting forth the items listed in Section 10A-8A-8.02(b)(1) and the following:
(A) that the partnership does not have a partner;
(B) the name, street address, and mailing address of each person that has been appointed to wind up the business or not for profit activity of the partnership;
(C) that each person has been appointed pursuant to subsection (b) or (c), as applicable, to wind up the business or not for profit activity of the partnership; and
(D) pursuant to this section, that each person has the powers of a partner under Section 10A-8A-8.04 but is not liable for the debts, liabilities, and other obligations of the partnership solely by reason of having or exercising those powers or otherwise acting to wind up the business or not for profit activity of the dissolved partnership.
Last modified: May 3, 2021