11 V.S.A. § 3473: Winding up

Except as provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners, may wind up the limited partnership’s affairs; but the Superior Court may wind up the limited partnership’s affairs upon application of any partner, his or her legal representative, or assignee. Venue for such a proceeding lies in the county where the partnership’s principal office is or was located.