(a) A dissolved limited partnership continues its existence as a limited partnership but may not carry on any activities and affairs except as is appropriate to wind up and liquidate its activities and affairs, including: (1) collecting its assets; (2) disposing of its properties that will not be distributed in kind to persons owning transferable interests; (3) discharging or making provisions for discharging its liabilities; (4) distributing its remaining property in accordance with Section 10A-9A-8.09; and (5) doing every other act necessary to wind up and liquidate its activities and affairs. (b) In winding up its activities and affairs, a limited partnership may: (1) deliver for filing a statement of dissolution to the Secretary of State setting forth: (A) The name of the limited partnership; (B) The unique identifying number or other designation as assigned by the Secretary of State; (C) That the limited partnership has dissolved; (D) The name and street mailing address of the general partner who will be winding up the affairs of the limited partnership pursuant to Section 10A-9A-8.03(a), and if none, the name and street address of the person appointed pursuant to Section 10A-9A-8.03(b) or (c) to wind up the activities and affairs of the limited partnership; and (E) Any other information the limited partnership deems appropriate; (2) preserve the limited partnership’s activities and affairs and property as a going concern for a reasonable time; (3) prosecute, defend, or settle actions or proceedings, whether civil, criminal, or administrative; (4) transfer the limited partnership’s assets; (5) resolve disputes by mediation or arbitration; and (6) merge or convert in accordance with Article 10 of this chapter or Article 8 of Chapter 1. (c) The dissolution of a limited partnership does not: (1) transfer title to the limited partnership’s property; (2) prevent the commencement of a proceeding by or against the limited partnership in its limited partnership name; (3) terminate, abate, or suspend a proceeding pending by or against the limited partnership on the effective date of dissolution; (4) terminate the authority of its registered agent; or (5) abate, suspend, or otherwise alter the application of Sections 10A-9A-3.03 and 10A-9A-4.04(b) and (c). (d) A statement of dissolution shall be deemed to be a filing instrument under Chapter 1.
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