§ 8575. Survival of remedies and rights after dissolution.
(a) General rule.--The dissolution of a limited partnership shall not eliminate or impair any remedy available to or against the limited partnership or its partners for any right or claim existing, or liability incurred, prior to the dissolution, if an action thereon is brought on behalf of:
(1) the limited partnership within the time otherwise limited by law; or
(2) any other person before or within two years after the date of the dissolution or within the time otherwise limited by law, whichever is less.
The actions may be prosecuted against and defended by the limited partnership under the name of the limited partnership.
(b) Rights and assets.--The dissolution of a limited partnership shall not affect the limited liability of a limited partner with respect to transactions occurring or acts or omissions done or omitted in the name of or by the limited partnership except that each limited partner shall be liable for his pro rata portion of the unpaid liabilities of the limited partnership up to the amount of the net assets of the limited partnership distributed to the limited partner in connection with the dissolution. Should any property right of a limited partnership be discovered after the dissolution of the limited partnership, the surviving general partner or partners that wound up the affairs of the limited partnership, or a receiver appointed by the court, shall have authority to enforce the property right and to collect and divide the assets so discovered among the persons entitled thereto and to prosecute actions in the name of the limited partnership. Any assets so collected shall be distributed and disposed of in accordance with the applicable order of court, if any, and otherwise in accordance with this subchapter.
(Dec. 19, 1990, P.L.834, No.198, eff. imd.)
1990 Amendment. Act 198 amended subsec. (a).
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