(a) A limited partnership continues after dissolution only for the purpose of winding up its activities.
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Terms Used In Hawaii Revised Statutes 425E-803

  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Certificate of limited partnership: means the certificate required by § 425E-201. See Hawaii Revised Statutes 425E-102
  • General partner: means :

    (1) With respect to a limited partnership, a person that:

    (A) Becomes a general partner under § 425E-401; or

    (B) Was a general partner in a limited partnership when the limited partnership became subject to this chapter under section 425E-1204(a) or (b); and

    (2) With respect to a foreign limited partnership, a person that has rights, powers, and obligations similar to those of a general partner in a limited partnership. See Hawaii Revised Statutes 425E-102

  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Partner: means a limited partner or general partner. See Hawaii Revised Statutes 425E-102
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • Person: includes any individual or entity. See Hawaii Revised Statutes 425E-102
  • Prosecute: To charge someone with a crime. A prosecutor tries a criminal case on behalf of the government.
  • State: means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. See Hawaii Revised Statutes 425E-102
  • Transfer: includes an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift, and transfer by operation of law. See Hawaii Revised Statutes 425E-102
(b) In winding up its activities, the limited partnership:

(1) May amend its certificate of limited partnership to state that the limited partnership is dissolved, preserve the limited partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, transfer the limited partnership’s property, settle disputes by mediation or arbitration, file a statement of termination as provided in § 425E-203, and perform other necessary acts; and
(2) Shall discharge the limited partnership’s liabilities, settle and close the limited partnership’s activities, and marshal and distribute the assets of the partnership.
(c) If a dissolved limited partnership does not have a general partner, a person to wind up the dissolved limited partnership’s activities may be appointed by the consent of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective. A person appointed under this subsection:

(1) Has the powers of a general partner under § 425E-804; and
(2) Shall promptly amend the certificate of limited partnership to state:

(A) That the limited partnership does not have a general partner;
(B) The name of the person that has been appointed to wind up the limited partnership; and
(C) The street and mailing address of the person.
(d) On the application of any partner, the circuit court may order judicial supervision of the winding up, including the appointment of a person to wind up the dissolved limited partnership’s activities, if:

(1) A limited partnership does not have a general partner and within a reasonable time following the dissolution no person has been appointed pursuant to subsection (c); or
(2) The applicant establishes other good cause.
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