N.D. Cent. Code § 45-10.2-68: (803) Winding up

1.A limited partnership continues after dissolution only for the purpose of winding up its activities.

2.In winding up its activities, the limited partnership:

a.May:

(1)Amend its certificate of limited partnership to state that the limited partnership is dissolved;

(2)Preserve the limited partnership business or property as a going concern for a reasonable time;

(3)Prosecute and defend actions and proceedings, whether civil, criminal, or administrative;

(4)Transfer the property of the limited partnership;

(5)Settle disputes by mediation or arbitration;

(6)File a statement of termination as provided in section 45-10.2-69; and

(7)Perform other necessary acts; and

b.Shall:

(1)Discharge the liabilities of the limited partnership;

(2)Settle and close the activities of the limited partnership; and

(3)Marshall and distribute the assets of the partnership.

3.If a dissolved limited partnership does not have a general partner, then a person to wind up the activities of the dissolved limited partnership 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 section 45-10.2-70; and

b.Shall promptly amend the certificate of limited partnership to state:

(1)That the limited partnership does not have a general partner;

(2)The name of the person that has been appointed to wind up the limited partnership; and

(3)The street and mailing address of the person.

4.On the application of any partner, the district court may order judicial supervision of the winding up, including the appointment of a person to wind up the activities of the dissolved limited partnership, 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; or

b.The applicant establishes other good cause.