§ 45-10.2-73 — (807) Other claims against dissolved limited partnerships

North Dakota § 45-10.2-73

• Jurisdiction: North Dakota
• Title 45: Partnerships
• Ch. 45-10.2: Uniform Limited Partnership Act

Text

1. A dissolved limited partnership may publish notice of its dissolution and request
persons having claims against the limited partnership to present them in accordance
with the notice.
2. The notice must:
a. Be published at least once in a newspaper of general circulation in the county in
which the principal executive office of the dissolved limited partnership is located
or, if it has none in this state, in the county in which the principal executive office
of the limited partnership is or was last located;
b. Describe the information required to be contained in a claim and provide a
mailing address to which the claim is to be sent;
c. State that a claim against the limited partnership is barred unless an action to
enforce the claim is commenced within five years after publication of the notice;
and
d. Unless the limited partnership has been at each moment during its existence a
limited liability limited partnership under chapter 45-23, state that the barring of a
claim against the limited partnership will also bar any corresponding claim against
any general partner or person dissociated as a general partner which is based on
section 45-10.2-40.
3. If a dissolved limited partnership publishes a notice in accordance with subsection 2,
then the claim of each of the following claimants is barred unless the claimant
commences an action to enforce the claim against the dissolved limited partnership
within five years after the publication date of the notice:
a. A claimant that did not receive notice in a record under section 45-10.2-72;
b. A claimant whose claim was timely sent to the dissolved limited partnership but
not acted on; and
c. A claimant whose claim is contingent or based on an event occurring after the
effective date of dissolution.
4. A claim not barred under this section may be enforced:
a. Against the dissolved limited partnership, to the extent of its undistributed assets;
b. If the assets have been distributed in liquidation, then against a partner or
transferee to the extent of the proportionate share of the claim of that person or
the assets of the limited partnership distributed to the partner or transferee in
liquidation, whichever is less, but the total liability of a person for all claims under
this subdivision does not exceed the total amount of assets distributed to the
person as part of the winding up of the dissolved limited partnership; or
c. Against any person liable on the claim under section 45-10.2-40.