{"data":{"id":"us-ky/krs-362.2-803","jurisdiction":"us-ky","citation":"KRS 362.2-803","heading":"Winding up.","body":"(1) A limited partnership continues after dissolution only for the purpose of winding up\nits activities.\n(2) In winding up its business, the limited partnership:\n(a) May amend its certificate of limited partnership to state that the limited\npartnership is dissolved, preserve the limited partnership business or property\nas a going concern for a reasonable time, prosecute and defend actions and\nproceedings, whether civil, criminal, or administrative, transfer the limited\npartnership's property, settle disputes by  mediation or arbitration, file a\nstatement of cancellation as provided in KRS 362.2 -203, and perform other\nnecessary acts; and\n(b) Shall discharge the limited partnership's liabilities, settle and close the limited\npartnership's activities, and marshal an d distribute the assets of the\npartnership.\n(3) If a dissolved limited partnership does not have a general partner, a person to wind\nup the dissolved limited partnership's activities may be appointed by the consent of\nlimited partners owning a majority of the rights to receive distributions as limited\npartners at the time the consent is to be effective. A person appointed under this\nsubsection:\n(a) Has the powers of a general partner under KRS 362.2-804; and\n(b) Shall promptly amend the certificate of limited partnership to:\n1. State that the limited partnership does not have a general partner and that\nthe person has been appointed to wind up the limited partnership; and\n2. State the street and mailing address of the person.\n(4) On the application of any par tner, the Circuit Court of the county in which the\nlimited partnership maintains its registered agent may order judicial supervision of\nthe winding up, including the appointment of a person to wind up the dissolved\nlimited partnership's activities, if:\n(a) A limited partnership does not have a general partner and, within a reasonable\ntime following the dissolution, no person has been appointed pursuant to\nsubsection (3) of this section; or\n(b) The applicant establishes other good cause.\n(5) The dissolution of a limited partnership shall not abate or suspend KRS 362.2 -303,\nand the dissolution of a limited partnership that is a limited liability limited\npartnership shall not abate or suspend KRS 362.2-404(3).","path":[],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=34613","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:58:58Z","sha256":"940d32589dc10f3ec0c9ce7241ff5d4daa5b0672d82ac625a8d8f841ad462360","source_id":"us-ky","stale":false,"prev":"us-ky/krs-362.2-802","next":"us-ky/krs-362.2-804"},"notice":"GroundRules: Original legal text. Not legal advice."}