{"data":{"id":"us-il/805-ilcs-215-803","jurisdiction":"us-il","citation":"805 ILCS 215/803","heading":"Winding up.","body":"(a) A limited partnership continues after dissolution only for the purpose of winding up its activities.\n(b) In winding up its activities, the limited partnership:\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 203, and perform other necessary acts; and\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(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(1) has the powers of a general partner under Section 804; and\n(2) shall promptly amend the certificate of limited partnership to state:\n(A) that the limited partnership does not have a general partner;\n(B) the name of the person that has been appointed to wind up the limited partnership; and\n(C) the street and mailing address of the person.\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(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(2) the applicant establishes other good cause.","path":["CHAPTER 805 BUSINESS ORGANIZATIONS","Uniform Limited Partnership Act (2001)."],"source_url":"https://www.ilga.gov/legislation/ILCS/details?ActID=2625\u0026ChapterID=65\u0026ChapAct=FullText\u0026Print=True","current_through":"at least Public Act 104-790","vintage":"","retrieved_at":"2026-09-15T04:46:47Z","sha256":"09393cfe76891f092b3f6373bbc001b54b3220471b783b2caa4e603604d9d336","source_id":"us-il","stale":false,"prev":"us-il/805-ilcs-215-802","next":"us-il/805-ilcs-215-804"},"notice":"GroundRules: Original legal text. Not legal advice."}