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§ 29-344 – Nonjudicial dissolution

29-344. Nonjudicial dissolution A limited partnership is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following: 1. At the time, if any, specified in the certificate of limited partnership. 2. Upon the happening of events specified in writing in the partnership agreement. 3. Written consent […]

§ 29-345 – Judicial dissolution

29-345. Judicial dissolution On application by or for a partner or assignee or any other successor in interest of a partner, the superior court may decree dissolution of a limited partnership whenever it is not reasonably practicable to carry on the business in conformity with the partnership agreement.

§ 29-346 – Winding up

29-346. Winding up Except as provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners may wind up the limited partnership’s affairs, but the superior court may wind up the limited partnership’s affairs upon application of any partner, his legal representative or assignee.

§ 29-347 – Distribution of assets

29-347. Distribution of assets Upon the winding up of a limited partnership, the assets shall be distributed as follows: 1. To creditors, including partners who are creditors, to the extent permitted by law, in satisfaction of liabilities of the limited partnership other than liabilities for distributions to partners under section 29-331 or 29-334; 2. Except […]