{"data":{"id":"us-hi/haw.-rev.-stat.-425e-803","jurisdiction":"us-hi","citation":"Haw. Rev. Stat. § 425E-803","heading":"Winding up.","body":"(a) A limited partnership continues after dissolution only for the purpose of winding up its activities.\n\n(b) In winding up its activities, the limited partnership:\n\n(1) 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 termination as provided in section 425E-203, and perform other necessary acts; and\n\n(2) Shall discharge the limited partnership's liabilities, settle and close the limited partnership's activities, and marshal and distribute the assets of the partnership.\n\n(c) 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:\n\n(1) Has the powers of a general partner under section 425E-804; and\n\n(2) Shall promptly amend the certificate of limited partnership to state:\n\n(A) That the limited partnership does not have a general partner;\n\n(B) The name of the person that has been appointed to wind up the limited partnership; and\n\n(C) The street and mailing address of the person.\n\n(d) On the application of any partner, the circuit court may order judicial supervision of the winding up, including the appointment of a person to wind up the dissolved limited partnership's activities, if:\n\n(1) 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 (c); or\n\n(2) The applicant establishes other good cause.","path":["HI Code","Division 2","Title 23","Chapter 425E"],"source_url":"http://www.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0425E/HRS_0425E-0803.htm","current_through":"2026-08-14","vintage":"open-us-law v2026.08, retrieved 2026-09-14","retrieved_at":"2026-09-14T18:32:11Z","sha256":"8138eeb434bd0c3772df07a1fa6d9b692c131225550e1277e3cd9a5f46929812","source_id":"us-hi","stale":false,"prev":"us-hi/haw.-rev.-stat.-425e-802","next":"us-hi/haw.-rev.-stat.-425e-804"},"notice":"GroundRules: Original legal text. Not legal advice."}