362.2-803 Winding up. (1) A limited partnership continues after dissolution only for the purpose of winding up its activities. (2) In winding up its business, the limited partnership: (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 KRS 362.2-203, and perform other necessary acts; and (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. (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: (a) Has the powers of a general partner under KRS 362.2-804; and (b) Shall promptly amend the certificate of limited partnership to: 1. State that the limited partnership does not have a general partner and that the person has been appointed to wind up the limited partnership; and 2. State the street and mailing address of the person. (4) On the application of any partner, the Circuit Court of the county in which the limited partnership maintains its registered agent may order judicial supervision of the winding up, including the appointment of a person to wind up the dissolved limited partnership's activities, if: (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) of this section; or (b) The applicant establishes other good cause. (5) The dissolution of a limited partnership shall not abate or suspend KRS 362.2-303, and the dissolution of a limited partnership that is a limited liability limited partnership shall not abate or suspend KRS 362.2-404(3). Effective: July 15, 2010 History: Repealed and reenacted 2010 Ky. Acts ch. 51, sec. 157, effective July 15, 2010. -- Amended 2007 Ky. Acts ch. 137, sec. 157, effective June 26, 2007. -- Created 2006 Ky. Acts ch. 149, sec. 151, effective July 12, 2006. Legislative Research Commission Note (7/15/2010). 2010 Ky. Acts ch. 51, sec. 183, provides, "The specific textual provisions of Sections 1 to 178 of this Act which reflect amendments made to those sections by 2007 Ky. Acts ch. 137 shall be deemed effective as of June 26, 2007, and those provisions are hereby made expressly retroactive to that date, with the remainder of the text of those sections being unaffected by the provisions of this section."