Effect of dissolution.

Notwithstanding Section 10A-1-9.12:

(a) A dissolved partnership continues its existence as a partnership but may not carry on any business or not for profit activity except as is appropriate to wind up and liquidate its business or not for profit activity, including:

(1) collecting its assets;

(2) disposing of its properties that will not be distributed in kind to persons owning transferable interests;

(3) discharging or making provisions for discharging its liabilities;

(4) distributing its remaining property in accordance with Section 10A-8A-8.09; and

(5) doing every other act necessary to wind up and liquidate its business or not for profit activity.

(b) In winding up its business or not for profit activity, a partnership may:

(1) deliver to the Secretary of State for filing a statement of dissolution setting forth:

(A) The name of the partnership;

(B) If the partnership has filed a statement of partnership, a statement of not for profit partnership, a statement of authority, or a statement of limited liability partnership, the unique identifying number or other designation as assigned by the Secretary of State;

(C) That the partnership has dissolved;

(D) The name, street address, and mailing address of the partner who will be winding up the business or not for profit activity of the partnership pursuant to Section 10A-8A-8.03(a), and if none, the name, street address, and mailing address of the person appointed pursuant to Section 10A-8A-8.03(b) or (c) to wind up the business or not for profit activity of the partnership;

(E) If the partnership has filed a statement of partnership, a statement of not for profit partnership, or a statement of limited liability partnership, the name, street address, and mailing address of the partnership's registered agent; and

(F) Any other information the partnership deems appropriate;

(2) preserve the partnership's business or not for profit activity as a going concern for a reasonable time;

(3) prosecute, defend, or settle actions or proceedings, whether civil, criminal, or administrative;

(4) transfer the partnership's assets;

(5) resolve disputes by mediation or arbitration; and

(6) merge or convert in accordance with Article 9 of this chapter or Article 8 of Chapter 1.

(c) The dissolution of a partnership does not:

(1) transfer title to the partnership's property;

(2) prevent the commencement of a proceeding by or against the partnership in its partnership name;

(3) terminate, abate, or suspend a proceeding pending by or against the partnership on the effective date of dissolution;

(4) terminate the authority of its registered agent; or

(5) abate, suspend, or otherwise alter the application of Section 10A-8A-3.06.

(d) A statement of dissolution is a filing instrument under Chapter 1.

(Act 2018-125, §7; Act 2020-73, §10.)