New York Partnership Law Section 121-803 - Winding up.

121-803. Winding up. (a) In the event of a dissolution of a limited partnership, except for a dissolution pursuant to section 121-802 of this article, unless otherwise provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners, may wind up the limited partnership's affairs; upon cause shown, the supreme court in the judicial district in which the office of the limited partnership is located may wind up the limited partnership's affairs upon application of any partner, his legal representative, or assignee, and in connection therewith may appoint a receiver or liquidating trustee.

(b) Upon dissolution of a limited partnership, the persons winding up the limited partnership's affairs may, in the name of, and for and on behalf of, the limited partnership prosecute and defend suits, whether civil, criminal or administrative, settle and close the limited partnership's business, dispose of and convey the limited partnership's property, discharge the limited partnership's liabilities, and distribute to the partners any remaining assets of the limited partnership, all without affecting the liability of limited partners including limited partners participating in the winding up of the limited partnership's affairs.

Last modified: February 3, 2019