Section 10A-9A-8.02

Effect of dissolution.

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 filing officer provided for in subsection (e) setting forth:

(A) The name of the limited partnership;

(B) The date of filing its certificate of formation, and all amendments and restatements thereof, and the office or offices where filed;

(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.

(e) If a limited partnership is not an organization described in Section 10A-1-4.02(c)(4), then that limited partnership shall deliver the statement of dissolution for filing to the judge of probate in whose office the original certificate of formation is filed. If a limited partnership is an organization described in Section 10A-1-4.02(c)(4), then that limited partnership shall deliver the statement of dissolution for filing to the Secretary of State.

(Act 2016-379, §1.)