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Code · Montana · Title 35 — Corporations, Partnerships, and Associations · Chapter 12 · Part 12

35-12-1205. Winding up.

306 words·~1 min read·/mt/title-35/chapter-12/part-12/35-12-1205·

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

35-12-1205 . Winding up.
(1)A limited partnership continues after dissolution only for the purpose of winding up its activities.
(2)In winding up its activities, the limited partnership:
(a)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 cancellation as provided in 35- 12-603, and perform other necessary acts; and
(b)shall discharge the limited partnership's liabilities, settle and close the limited partnership's activities, and marshal and distribute the assets of the partnership.
(3)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:
(a)has the powers of a general partner under 35-12-1211 ; and
(b)shall promptly amend the certificate of limited partnership to state:
(i)that the limited partnership does not have a general partner;
(ii)the name of the person that has been appointed to wind up the limited partnership; and
(iii)the business 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 dissolved limited partnership's activities 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.
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