§ 61-3-814. Statement of Termination Following Administrative Dissolution
When a limited partnership has been administratively dissolved and wishes to terminate its existence, it may do so without first being reinstated by delivering a statement of termination to the secretary of state for filing following administrative dissolution, stating the name of the limited partnership and that the limited partnership is terminated. The secretary of […]
§ 61-3-815. Statement of Termination
When a limited partnership has been dissolved and wishes to terminate its existence, it may do so by delivering a statement of termination to the secretary of state for filing and include the information described in § 61-3-802(b)(1)(B) and the secretary of state control number. The secretary of state shall file the statement of termination […]
§ 61-3-804. Power to Bind Partnership After Dissolution
A limited partnership is bound by a general partner’s act after dissolution that: Is appropriate for winding up the limited partnership’s activities and affairs; or Would have bound the partnership under § 61-3-402 before dissolution if, at the time the other party enters into the transaction, the other party does not know or have notice […]
§ 61-3-805. Liability After Dissolution of General Partner and Person Dissociated as General Partner
If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under § 61-3-804(a) by an act that is not appropriate for winding up the limited partnership’s activities and affairs, the general partner is liable: To the limited partnership for any damage caused to the limited partnership arising from […]
§ 61-3-806. Known Claims Against Dissolved Limited Partnership
A dissolved limited partnership may give notice of a known claim under subsection (b), which has the effect provided in subsection (c). The dissolved limited partnership shall notify the limited partnership’s known claimants in writing of the dissolution at any time after the dissolution’s effective date. The written notice must: Describe information that must be […]
§ 61-3-807. Other Claims Against Dissolved Limited Partnership
A dissolved limited partnership may publish notice of the limited partnership’s dissolution and request persons having claims against the partnership to present them in accordance with the notice. A notice under subsection (a) must: Be published at least once in a newspaper of general circulation in the county in this state in which the dissolved […]
§ 61-3-808. Court Proceedings
A dissolved limited partnership that has published a notice under § 61-3-807 may file an application with the chancery court in the county where the limited partnership’s principal office is located or, if the principal office is not located in this state, where the office of the limited partnership’s registered agent is or was last […]
§ 61-3-809. Liability of General Partner and Person Dissociated as General Partner When Claim Against Limited Partnership Barred
If a claim against a dissolved limited partnership is barred under § 61-3-806, § 61-3-807, or § 61-3-808, any corresponding claim under § 61-3-404 or § 61-3-607 is also barred.
§ 61-3-810. Disposition of Assets in Winding Up — When Contributions Required
In winding up its activities and affairs, a limited partnership shall apply the limited partnership’s assets, including the contributions required by this section, to discharge the limited partnership’s obligations to creditors, including partners that are creditors. After a limited partnership complies with subsection (a), any surplus must be distributed in the following order, subject to […]
§ 61-3-811. Administrative Dissolution
The secretary of state may commence a proceeding under subsection (b) to dissolve a limited partnership administratively if: The limited partnership fails to pay any fee, tax, interest, or penalty required to be paid to the secretary of state; The limited partnership fails to deliver an annual report to the secretary of state not later […]