North Dakota Code 45-10.2-68 – (803) Winding up
1. A limited partnership continues after dissolution only for the purpose of winding up its activities.
Terms Used In North Dakota Code 45-10.2-68
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- following: when used by way of reference to a chapter or other part of a statute means the next preceding or next following chapter or other part. See North Dakota Code 1-01-49
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- 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.
- Partnership: includes a limited liability partnership registered under chapter 45-22. See North Dakota Code 1-01-49
- Person: means an individual, organization, government, political subdivision, or government agency or instrumentality. See North Dakota Code 1-01-49
- Property: includes property, real and personal. See North Dakota Code 1-01-49
- Prosecute: To charge someone with a crime. A prosecutor tries a criminal case on behalf of the government.
- State: when applied to the different parts of the United States, includes the District of Columbia and the territories. See North Dakota Code 1-01-49
2. In winding up its activities, the limited partnership:
a. May:
(1) Amend its certificate of limited partnership to state that the limited partnership is dissolved; (2) Preserve the limited partnership business or property as a going concern for a reasonable time; (3) Prosecute and defend actions and proceedings, whether civil, criminal, or administrative; (4) Transfer the property of the limited partnership; (5) Settle disputes by mediation or arbitration; (6) File a statement of termination as provided in section 45-10.2-69; and
(7) Perform other necessary acts; and b. Shall:
(1) Discharge the liabilities of the limited partnership; (2) Settle and close the activities of the limited partnership; and
(3) Marshall and distribute the assets of the partnership.
3. If a dissolved limited partnership does not have a general partner, then a person to wind up the activities of the dissolved limited partnership 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:
a. Has the powers of a general partner under section 45-10.2-70; and b. Shall promptly amend the certificate of limited partnership to state:
(1) That the limited partnership does not have a general partner; (2) The name of the person that has been appointed to wind up the limited partnership; and
(3) The street and mailing address of the person.
4. On the application of any partner, the district court may order judicial supervision of the winding up, including the appointment of a person to wind up the activities of the dissolved limited partnership, if:
a. 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 3; or
b. The applicant establishes other good cause.