{"data":{"id":"us-mt/35-12-1205","jurisdiction":"us-mt","citation":"35-12-1205","heading":"Winding up.","body":"(1) A limited partnership continues after dissolution only for the purpose of winding up its activities.\n(2) In winding up its activities, the limited partnership:\n(a) 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 cancellation as provided in 35- 12-603, and perform other necessary acts; and\n(b) 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(3) 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(a) has the powers of a general partner under 35-12-1211; and\n(b) shall promptly amend the certificate of limited partnership to state:\n(i) that the limited partnership does not have a general partner;\n(ii) the name of the person that has been appointed to wind up the limited partnership; and\n(iii) the business mailing address of the person.\n(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 dissolved limited partnership's activities if:\n(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\n(b) the applicant establishes other good cause.","path":["TITLE 35. CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS","CHAPTER 12. LIMITED PARTNERSHIPS","Part 12. Dissolution"],"source_url":"https://mca.legmt.gov/bills/mca/title_0350/chapter_0120/part_0120/section_0050/0350-0120-0120-0050.html","current_through":"Montana Code Annotated 2025","vintage":"","retrieved_at":"2026-09-14T04:53:24Z","sha256":"79c5e5d1ca81a20d1d56b117383717d227f0e03d34635edd64b3feee8953a741","source_id":"us-mt","stale":false,"prev":"us-mt/35-12-1204","next":"us-mt/35-12-1206"},"notice":"GroundRules: Original legal text. Not legal advice."}