§1401.__Appeal from denial of reinstatement of domestic limited

partnership

1.__Denial of reinstatement. If the Secretary of State denies a domestic limited partnership's application for reinstatement following administrative dissolution, the Secretary of State shall mail a written notice that explains the reason or reasons for denial to the limited partnership at its last registered office address.

2.__Appeal. A domestic limited partnership may appeal a denial of reinstatement under subsection 1 to the Superior Court of the county where the limited partnership's principal office is located or, if there is no principal office in this State, in Kennebec County within 30 days after the date of the notice of denial. The limited partnership appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the Secretary of State's notice of administrative dissolution, the limited partnership's application for reinstatement and the Secretary of State's notice of denial.

3.__Court action. The court may summarily order the Secretary of State to reinstate an administratively dissolved domestic limited partnership or may take other action the court considers appropriate.

4.__Final decision. The court's final decision in an appeal under this section may be appealed as in other civil proceedings.

§1402.__Disposition of assets; when contributions required

1.__Assets to satisfy creditors.__In winding up a limited partnership's activities, the assets of the limited partnership, including the contributions required by this section, must be applied to satisfy the limited partnership's obligations to creditors, including, to the extent permitted by law, partners that are creditors.

2.__Surplus paid in cash distribution.__Any surplus remaining after the limited partnership complies with subsection 1 must be paid in cash as a distribution.

3.__Insufficient assets to satisfy all obligations.__If a limited partnership's assets are insufficient to satisfy all of its obligations under subsection 1, with respect to each unsatisfied obligation incurred when the limited partnership was