§1391. Nonjudicial dissolution Except as otherwise provided in section 1392, a limited partnership is dissolved, and its activities must be wound up, only upon the occurrence of any of the following: [PL 2005, c. 543, Pt. C, §2 (NEW).] 1. Event specified in partnership agreement. The happening of an event specified in the partnership […]
§1392. Judicial dissolution On application by a partner, the Superior Court may order dissolution of a limited partnership if it is not reasonably practicable to carry on the activities of the limited partnership in conformity with the partnership agreement. [PL 2005, c. 543, Pt. C, §2 (NEW).] SECTION HISTORY PL 2005, c. 543, §C2 […]
§1393. Winding up 1. Purpose after dissolution. A limited partnership continues after dissolution only for the purpose of winding up its activities. [PL 2005, c. 543, Pt. C, §2 (NEW).] 2. Winding up limited partnership. In winding up its activities, the limited partnership: A. May amend its certificate of limited partnership to state […]
§1394. Power of general partner and person dissociated as general partner to bind partnership after dissolution 1. General partner’s act after dissolution. A limited partnership is bound by a general partner’s act after dissolution that: A. Is appropriate for winding up the limited partnership’s activities; or [PL 2005, c. 543, Pt. C, §2 […]
§1395. Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners and persons dissociated as general partner 1. General partner liable for inappropriate act after dissolution. If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under section 1394, subsection […]
§1396. Known claims against dissolved limited partnership 1. Dispose of known claims. A dissolved limited partnership may dispose of the known claims against it by following the procedure described in subsection 2. [PL 2005, c. 543, Pt. C, §2 (NEW).] 2. Notice of dissolution. A dissolved limited partnership may notify its known claimants of […]
§1397. Other claims against dissolved limited partnership 1. Notice of dissolution; claims. A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the limited partnership to present them in accordance with the notice. [PL 2005, c. 543, Pt. C, §2 (NEW).] 2. Notice requirements. The notice must: […]
§1398. 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 section 1396 or 1397, any corresponding claim under section 1354 is also barred. [PL 2005, c. 543, Pt. C, §2 (NEW).] SECTION HISTORY PL 2005, c. […]
§1399. Administrative dissolution of domestic limited partnership 1. Grounds for administrative dissolution. Notwithstanding Title 4, chapter 5 and Title 5, chapter 375, the Secretary of State may commence a proceeding under subsection 2 to administratively dissolve a domestic limited partnership if: A. The domestic limited partnership does not pay when they are due any […]
§1400. Reinstatement following administrative dissolution or suspension of domestic limited partnership 1. Reinstatement following administrative dissolution. A domestic limited partnership administratively dissolved under section 1399 may apply to the Secretary of State for reinstatement within 6 years after the effective date of dissolution. A. The application for reinstatement must: (1) State the name […]
§1401-A. Revival of domestic limited partnership after dissolution 1. Determination of need to revive partnership. If the Secretary of State finds that a domestic limited partnership has dissolved in any manner under this subchapter and that the domestic limited partnership should be revived for any specified purpose or purposes for a specific period of time, […]
§1401. Appeal from denial of reinstatement of domestic limited partnership 1. Denial of reinstatement. If the Secretary of State denies a domestic limited partnership’s application for reinstatement following administrative dissolution, the Secretary of State shall serve the limited partnership as required by section 1399, subsection 10 with a written notice that explains the reason or […]
§1402. Disposition of assets; when contributions required 1. Assets to satisfy creditors. In winding up a limited partnership’s activities, the assets of the limited partnership, including the contributions required by this section, must be applied to satisfy the limited partnership’s obligations to creditors, including, to the extent permitted by law, partners that are creditors. […]
§1403. Late reinstatement of domestic limited partnership after administrative dissolution 1. Application to reinstate domestic limited partnership. A domestic limited partnership that has been administratively dissolved for more than 6 years may apply to the Secretary of State for reinstatement. The application must: A. Provide the name of the domestic limited partnership and the […]
