Notwithstanding Section 10A-1-9.12:
(a) A dissolved limited partnership continues its existence as a limited partnership but may not carry on any activities and affairs except as is appropriate to wind up and liquidate its activities and affairs, including:
(1) collecting its assets;
(2) disposing of its properties that will not be distributed in kind to persons owning transferable interests;
(3) discharging or making provisions for discharging its liabilities;
(4) distributing its remaining property in accordance with Section 10A-9A-8.09; and
(5) doing every other act necessary to wind up and liquidate its activities and affairs.
(b) In winding up its activities and affairs, a limited partnership may:
(1) deliver for filing a statement of dissolution to the Secretary of State setting forth:
(A) The name of the limited partnership;
(B) The unique identifying number or other designation as assigned by the Secretary of State;
(C) That the limited partnership has dissolved;
(D) The name and street mailing address of the general partner who will be winding up the affairs of the limited partnership pursuant to Section 10A-9A-8.03(a), and if none, the name and street address of the person appointed pursuant to Section 10A-9A-8.03(b) or (c) to wind up the activities and affairs of the limited partnership; and
(E) Any other information the limited partnership deems appropriate;
(2) preserve the limited partnership's activities and affairs and property as a going concern for a reasonable time;
(3) prosecute, defend, or settle actions or proceedings, whether civil, criminal, or administrative;
(4) transfer the limited partnership's assets;
(5) resolve disputes by mediation or arbitration; and
(6) merge or convert in accordance with Article 10 of this chapter or Article 8 of Chapter 1.
(c) The dissolution of a limited partnership does not:
(1) transfer title to the limited partnership's property;
(2) prevent the commencement of a proceeding by or against the limited partnership in its limited partnership name;
(3) terminate, abate, or suspend a proceeding pending by or against the limited partnership on the effective date of dissolution;
(4) terminate the authority of its registered agent; or
(5) abate, suspend, or otherwise alter the application of Sections 10A-9A-3.03 and 10A-9A-4.04(b) and (c).
(d) A statement of dissolution shall be deemed to be a filing instrument under Chapter 1.
Last modified: May 3, 2021