§ 29-1075 — Statement of dissolution

A. After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business.

B. A statement of dissolution cancels a filed statement of partnership authority for the purposes of section 29-1023, subsection D and is a limitation on authority for the purposes of section 29-1023, subsection E.

C. For the purposes of sections 29-1021 and 29-1074, a person who is not a partner is deemed to have notice of the dissolution and the limitation on the partners' authority as a result of the statement of dissolution ninety days after it is filed.

D. After filing and, if appropriate, recording a statement of dissolution, a dissolved partnership may file and, if appropriate, record a statement of partnership authority that operates with respect to a person who is not a partner as provided in section 29-1023, subsections D and E in any transaction, whether or not the transaction is appropriate for winding up the partnership business.

E. In order for a partnership to file a statement of dissolution where that partnership has not previously filed a statement of partnership authority with the secretary of state, the partnership must first file a statement of partnership authority with the secretary of state pursuant to section 29-1023. The secretary of state shall not accept any statement of dissolution for which a statement of partnership authority has not first been filed with the secretary of state.