3.__Dissociation of general partner.__After the dissociation of a person as a general partner:

A.__If the limited partnership has at least one remaining general partner, the consent to dissolve the limited partnership given within 90 days after the dissociation by partners owning a majority of the rights to receive distributions as partners at the time the consent is to be effective; or

B.__If the limited partnership does not have a remaining general partner, the passage of 90 days after the dissociation, unless before the end of the period:

(1)__Consent to continue the activities of the limited partnership and admit at least one general partner is given by limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective; and

(2)__At least one person is admitted as a general partner in accordance with the consent;

4.__Dissociation of last limited partner.__The passage of 90 days after the dissociation of the limited partnership's last limited partner, unless before the end of the period the limited partnership admits at least one limited partner; or

5.__Declaration of dissolution.__The signing and filing of a declaration of dissolution by the Secretary of State under section 1399, subsection 3.

§1392.__Judicial dissolution

On application by a partner, the Superior Court may order dissolution of a limited partnership if it is not reasonably practicable to carry on the activities of the limited partnership in conformity with the partnership agreement.

§1393.__Winding up

1.__Purpose after dissolution.__A limited partnership continues after dissolution only for the purpose of winding up its activities.