{"data":{"id":"us-nd/n.d.-cent.-code-45-10.2-68","jurisdiction":"us-nd","citation":"N.D. Cent. Code § 45-10.2-68","heading":"(803) Winding up","body":"1.A limited partnership continues after dissolution only for the purpose of winding up its activities.\n2.In winding up its activities, the limited partnership:\na.May:\n(1)Amend its certificate of limited partnership to state that the limited partnership is dissolved;\n(2)Preserve the limited partnership business or property as a going concern for a reasonable time;\n(3)Prosecute and defend actions and proceedings, whether civil, criminal, or administrative;\n(4)Transfer the property of the limited partnership;\n(5)Settle disputes by mediation or arbitration;\n(6)File a statement of termination as provided in section 45-10.2-69; and\n(7)Perform other necessary acts; and\nb.Shall:\n(1)Discharge the liabilities of the limited partnership;\n(2)Settle and close the activities of the limited partnership; and\n(3)Marshall and distribute the assets of the partnership.\n3.If a dissolved limited partnership does not have a general partner, then a person to wind up the activities of the dissolved limited partnership 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:\na.Has the powers of a general partner under section 45-10.2-70; and\nb.Shall promptly amend the certificate of limited partnership to state:\n(1)That the limited partnership does not have a general partner;\n(2)The name of the person that has been appointed to wind up the limited partnership; and\n(3)The street and mailing address of the person.\n4.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 activities of the dissolved limited partnership, if:\na.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\nb.The applicant establishes other good cause.","path":["Title 45 Partnerships","Chapter 45-10.2 Uniform Limited Partnership Act"],"source_url":"https://ndlegis.gov/cencode/t45c10-2.pdf","current_through":"2026-07-31T11:12:02","vintage":"","retrieved_at":"2026-09-02T21:04:14Z","sha256":"5fc008e5b874faae5d29b4daf3380f47bd46e06f8dfecab67188aa45842a6d8c","source_id":"us-nd","stale":true,"prev":"us-nd/n.d.-cent.-code-45-10.2-67","next":"us-nd/n.d.-cent.-code-45-10.2-69"},"notice":"GroundRules: Original legal text. Not legal advice."}