§ 61-3-902. Derivative Action
A partner may maintain a derivative action to enforce a right of a limited partnership if: The partner first makes a demand on the general partners, requesting that the general partners cause the limited partnership to bring an action to enforce the right, and the general partners do not bring the action within a reasonable […]
§ 61-3-903. Proper Plaintiff
A derivative action to enforce a right of a limited partnership may be maintained only by a person that: Is a partner at the time the action is commenced; and Either: Was a partner when the conduct giving rise to the action occurred; or Whose status as a partner devolved on the person by operation […]
§ 61-3-904. Pleading
In a derivative action, the complaint must state with particularity: The date and content of plaintiff’s demand and the response to the demand by the general partner; or Why demand should be excused as futile.
§ 61-3-905. Special Litigation Committee
If a limited partnership is named as or made a party in a derivative proceeding, the partnership may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the limited partnership. If the limited partnership appoints a special litigation committee, […]
§ 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 […]