KRS 362.2-803: Winding up.

(1) A limited partnership continues after dissolution only for the purpose of winding up

its activities.

(2) In winding up its business, 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 KRS 362.2 -203, and perform other

necessary acts; and

(b) Shall discharge the limited partnership's liabilities, settle and close the limited

partnership's activities, and marshal an d 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 KRS 362.2-804; and

(b) Shall promptly amend the certificate of limited partnership to:

1. State that the limited partnership does not have a general partner and that

the person has been appointed to wind up the limited partnership; and

2. State the street and mailing address of the person.

(4) On the application of any par tner, the Circuit Court of the county in which the

limited partnership maintains its registered agent 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) of this section; or

(b) The applicant establishes other good cause.

(5) The dissolution of a limited partnership shall not abate or suspend KRS 362.2 -303,

and the dissolution of a limited partnership that is a limited liability limited

partnership shall not abate or suspend KRS 362.2-404(3).