Section 10A-9A-8.03

Right to wind up activities and affairs.

(a) If a dissolved limited partnership has a general partner or general partners that have not dissociated, that general partner or those general partners shall wind up the activities and affairs of the limited partnership and shall have the powers set forth in Section 10A-9A-8.04.

(b) If a dissolved limited partnership does not have a general partner, a person or persons to wind up the dissolved limited partnership's activities and affairs may be appointed by the consent of a majority of the limited partners.

(c) The circuit court for the county in which the limited partnership's principal place of business within this state is located, and if the limited partnership does not have a principal place of business within this state then the circuit court for the county in which the limited partnership's most recent registered office is located, may order judicial supervision of the winding up of a dissolved limited partnership, including the appointment of a person to wind up the limited partnership's activities and affairs:

(1) on application of a partner, if the applicant establishes good cause;

(2) on application of a partner or transferee, if the limited partnership does not have a general partner and within a reasonable time following the dissolution no person having the authority to wind up the activities and affairs of the limited partnership has been appointed pursuant to subsection (b);

(3) on application of a partner or transferee, if the limited partnership does not have a general partner and within a reasonable time following the dissolution the person appointed pursuant to subsection (b) is not winding up the activities and affairs of the limited partnership; or

(4) in connection with a proceeding under Section 10A-9A-8.01(f).

(d) A person appointed under subsection (b) or (c) is not a general partner but:

(1) has the powers of a general partner under Section 10A-9A-8.04 but is not liable for the debts, liabilities, and other obligations of the limited partnership solely by reason of having or exercising those powers or otherwise acting to wind up the activities and affairs of the dissolved limited partnership; and

(2) shall promptly deliver for filing a statement of dissolution to the filing officer provided for in subsection (e) setting forth the items listed in Section 10A-9A-8.02(b)(1) and the following:

(A) that the limited partnership does not have a general partner;

(B) the name and street mailing address of each person that has been appointed to wind up the activities and affairs of the limited partnership;

(C) that each person has been appointed pursuant to this subsection to wind up the activities and affairs of the limited partnership; and

(D) pursuant to this section, that each person has the powers of a general partner under Section 10A-9A-8.04 but is not liable for the debts, liabilities, and other obligations of the limited partnership solely by reason of having or exercising those powers or otherwise acting to wind up the activities and affairs of the dissolved limited partnership.

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

(Act 2016-379, §1.)