Arkansas Code Annotated
Ark. Code Ann. § 4-47-803 (2020)
Winding up
✓ Arkansas Code release r76: Acts through about 2020 (2021-2025 sessions missing)
- A limited partnership continues after dissolution only for the purpose of winding up its activities.
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In winding up its activities, the limited partnership:
- 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 termination as provided in § 4-47-203, and perform other necessary acts; and
- shall discharge the limited partnership's liabilities, settle and close the limited partnership's activities, and marshal and distribute the assets of the partnership.
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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:
- has the powers of a general partner under § 4-47-804; and
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shall promptly amend the certificate of limited partnership to state:
- that the limited partnership does not have a general partner;
- the name of the person that has been appointed to wind up the limited partnership; and
- the street and mailing address of the person.
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On the application of any partner, the circuit 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:
- 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 (c); or
- the applicant establishes other good cause.
History. Acts 2007, No. 15, § 1.