§ 121-803 — Winding up

New York § 121-803

• Jurisdiction: New York
• Law PTR: Partnership
• Art. 8-A: Revised Limited Partnership Act

Text

§ 121-803. Winding up. (a) In the event of a dissolution of a limited\npartnership, except for a dissolution pursuant to section 121-802 of\nthis article, unless otherwise provided in the partnership agreement,\nthe general partners who have not wrongfully dissolved a limited\npartnership or, if none, the limited partners, may wind up the limited\npartnership's affairs; upon cause shown, the supreme court in the\njudicial district in which the office of the limited partnership is\nlocated may wind up the limited partnership's affairs upon application\nof any partner, his legal representative, or assignee, and in connection\ntherewith may appoint a receiver or liquidating trustee.\n (b) Upon dissolution of a limited partnership, the persons winding up\nthe limited partnership's affairs may, in the name of, and for and on\nbehalf of, the limited partnership prosecute and defend suits, whether\ncivil, criminal or administrative, settle and close the limited\npartnership's business, dispose of and convey the limited partnership's\nproperty, discharge the limited partnership's liabilities, and\ndistribute to the partners any remaining assets of the limited\npartnership, all without affecting the liability of limited partners\nincluding limited partners participating in the winding up of the\nlimited partnership's affairs.\n