LD 1609
pg. 32
Page 31 of 146 PUBLIC Law Chapter 543 Page 33 of 146
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LR 1469
Item 1

 
1.__Continuation for purpose of winding up.__Subject to subsection
2, a partnership continues after dissolution only for the purpose
of winding up its business.__The partnership is terminated when the
winding up of its business is completed.

 
2.__Waiver of right to wind up business; terminate
partnership.__At any time after the dissolution of a partnership
and before the winding up of its business is completed, all of
the partners, including any dissociating partner other than a
wrongfully dissociating partner, may waive the right to have the
partnership's business wound up and the partnership terminated.__
In that event:

 
A.__The partnership resumes carrying on its business as if
dissolution had never occurred, and any liability incurred
by the partnership or a partner after the dissolution and
before the waiver is determined as if dissolution had never
occurred; and

 
B.__The rights of a 3rd party accruing under section 1084,
subsection 1 or arising out of conduct in reliance on the
dissolution before the 3rd party knew or received a
notification of the waiver may not be adversely affected.

 
§1083.__Right to wind up partnership business

 
1.__Participation of partner; judicial supervision.__After
dissolution, a partner who has not wrongfully dissociated may
participate in winding up the partnership's business, but on
application of any partner, partner's legal representative or
transferee, the Superior Court, for good cause shown, may order
judicial supervision of the winding up.

 
2.__Legal representative of last surviving partner.__The legal
representative of the last surviving partner may wind up a
partnership's business.

 
3.__Powers of person winding up business.__A person winding up
a partnership's business may preserve the partnership business or
property as a going concern for a reasonable time, prosecute and
defend actions and proceedings, whether civil, criminal or
administrative, settle and close the partnership's business,
dispose of and transfer the partnership's property, discharge the
partnership's liabilities, distribute the assets of the
partnership pursuant to section 1087, settle disputes by
mediation or arbitration and perform other necessary acts.

 
§1084.__Partner's power to bind partnership after dissolution


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