79-14-803 - Winding up.
§ 79-14-803. Winding up.
(a) Unless otherwise provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners, may wind up the limited partnership's affairs; but the chancery court, upon cause shown, may wind up the limited partnership's affairs upon application of any partner, his legal representative or assignee, and in connection therewith, may appoint a liquidating trustee or receiver.
(b) Upon dissolution of a limited partnership and until the filing of a certificate of cancellation as provided in Section 79-14-203, the persons winding up the limited partnership's affairs may, in the name of, and for and on behalf of, the limited partnership prosecute and defend suits, whether civil, criminal or administrative, gradually settle and close the limited partnership's business, dispose of and convey the limited partnership's property, discharge the limited partnership's liabilities, and distribute to the partners any remaining assets of the limited partnership, all without affecting the liability of the limited partners.
(c) Unless otherwise provided in the partnership agreement, the limited partners winding up the affairs of the limited partnership pursuant to this section shall be entitled to reasonable compensation.
Sources: Laws, 1987, ch. 488, § 803, eff from and after January 1, 1988.