620.1803 Winding up.—
(1) A limited partnership continues after dissolution only for the purpose of winding up its activities.
(2) In winding up its activities, the limited partnership:
(a) May preserve the limited partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, transfer the limited partnership’s property, settle disputes by mediation or arbitration, and perform other necessary acts.
(b) Shall discharge, make provision for, or otherwise address the limited partnership’s liabilities, settle and close the limited partnership’s activities, and marshal and distribute the assets of the partnership.
(c) May file a statement of termination as provided in s. 620.1203.
(3) If a dissolved limited partnership does not have a general partner, a person to wind up the dissolved limited partnership’s activities may be appointed by the consent of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective. A person appointed under this subsection:
(a) Has the powers of a general partner under s. 620.1804.
(b) Shall promptly amend the certificate of limited partnership to state:
1. That the limited partnership does not have a general partner.
2. The name of the person that has been appointed to wind up the limited partnership.
3. The street and mailing address of the person.
(4) On the application of any partner, the circuit court may order judicial supervision of the winding up, including the appointment of a person to wind up the dissolved limited partnership’s activities, if:
(a) A limited partnership does not have a general partner and within a reasonable time following the dissolution no person has been appointed pursuant to subsection (3); or
(b) The applicant establishes other good cause.
History.—s. 17, ch. 2005-267.
Section: Previous 620.1607 620.1701 620.1702 620.1703 620.1704 620.1801 620.1802 620.1803 620.1804 620.1805 620.1806 620.1807 620.1808 620.1809 620.1810 NextLast modified: September 23, 2016