§ 7-13.1-801. Events causing dissolution. [Effective January 1, 2023.] (a) A limited partnership is dissolved, and its activities and affairs must be wound up, upon the occurrence of any of the following: (1) An event or circumstance that the partnership agreement states causes dissolution; (2) The affirmative vote or consent of all general partners and […]
§ 7-13.1-802. Winding up. [Effective January 1, 2023.] (a) A dissolved limited partnership shall wind up its activities and affairs and, except as otherwise provided in § 7-13.1-803, the partnership continues after dissolution only for the purpose of winding up. (b) In winding up its activities and affairs, the limited partnership: (1) Shall discharge the […]
§ 7-13.1-803. Rescinding dissolution. [Effective January 1, 2023.] (a) A limited partnership may rescind its dissolution, unless a statement of dissolution applicable to the partnership has become effective, the superior court has entered an order under § 7-13.1-801(a)(6) dissolving the partnership, or the secretary of state has revoked the partnership under § 7-13.1-811. (b) Rescinding […]
§ 7-13.1-804. Power to bind partnership after dissolution. [Effective January 1, 2023.] (a) A limited partnership is bound by a general partner’s act after dissolution which: (1) Is appropriate for winding up the partnership’s activities and affairs; or (2) Would have bound the partnership under § 7-13.1-402 before dissolution if, at the time the other […]
§ 7-13.1-805. Liability after dissolution of general partner and person dissociated as general partner. [Effective January 1, 2023.] (a) If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under § 7-13.1-804(a) by an act that is not appropriate for winding up the partnership’s activities and affairs, the […]
§ 7-13.1-806. Known claims against dissolved limited partnership. [Effective January 1, 2023.] (a) Except as otherwise provided in subsection (d) of this section, a dissolved limited partnership may give notice of a known claim under subsection (b) of this section, which has the effect provided in subsection (c) of this section. (b) A dissolved limited […]
§ 7-13.1-807. Other claims against dissolved limited partnership. [Effective January 1, 2023.] (a) A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the partnership to present them in accordance with the notice. (b) A notice under subsection (a) of this section must: (1) Be published at least once […]
§ 7-13.1-808. Court proceedings. [Effective January 1, 2023.] (a) A dissolved limited partnership that has published a notice under § 7-13.1-807 may file an application with the superior court in the county where the partnership’s principle office is located or, if the principal office in not located in this state, where the office of its […]
§ 7-13.1-809. Liability of general partner and person dissociated as general partner when claim against limited partnership barred. [Effective January 1, 2023.] If a claim against a dissolved limited partnership is barred under § 7-13.1-806, 7-13.1-807, or 7-13.1-808, any corresponding claim under § 7-13.1-404 or 7-13.1-607 is also barred. History of Section.P.L. 2022, ch. 121, […]
§ 7-13.1-810. Disposition of assets in winding up — When contributions required. [Effective January 1, 2023.] (a) In winding up its activities and affairs, a limited partnership shall apply its assets, including the contributions required by this section, to discharge the partnership’s obligations to creditors, including partners that are creditors. (b) After a limited partnership […]
§ 7-13.1-811. Revocation of a certificate of limited partnership. [Effective January 1, 2023.] (a) The certificate of limited partnership may be revoked by the secretary of state under the conditions prescribed in this section when it is established that: (1) The limited partnership procured its certificate of limited partnership through fraud; (2) The limited partnership […]
§ 7-13.1-812. Issuance of certificates of revocation. [Effective January 1, 2023.] (a) Upon revoking any such certificate of limited partnership, the secretary of state shall: (1) Issue a certificate of revocation in duplicate; (2) File one of the certificates in the secretary of state’s office; (3) Send to the limited partnership by regular mail a […]
§ 7-13.1-813. Reinstatement. [Effective January 1, 2023.] (a) Within ten (10) years after issuing a certificate of revocation as provided in § 7-13.1-812, the secretary of state may withdraw the certificate of revocation and retroactively reinstate the limited partnership in good standing as if its certificate of limited partnership had not been revoked except as […]
§ 7-13.1-814. Judicial review of denial of reinstatement. [Effective January 1, 2023.] (a) If the secretary of state denies a limited partnership’s application for reinstatement following administrative dissolution, the secretary of state shall serve the partnership with a notice in a record that explains the reasons for the denial. (b) A limited partnership may seek […]
