1.__Appropriate act.__Is appropriate for winding up the partnership business; or

2.__Act would have bound partnership.__Would have bound the partnership under section 1031 before dissolution, if the other party to the transaction did not have notice of the dissolution.

§1085.__Statement of dissolution

1.__Filing of statement.__After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business.

2.__Deemed to have notice.__For the purposes of sections 1031 and 1084, a person not a partner is deemed to have notice of the dissolution and the limitation on the partners' authority as a result of the statement of dissolution 30 days after it is filed.

§1086.__Partner's liability to other partners after dissolution

1.__Liable for partner's share.__Except as otherwise provided in subsection 2 and section 1034, after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurred under section 1084.

2.__Liability for inappropriate act.__A partner who, with knowledge of the dissolution, incurs a partnership liability under section 1084, subsection 2 by an act that is not appropriate for winding up the partnership business is liable to the partnership for any damage caused to the partnership arising from the liability.

§1087.__Settlement of accounts and contributions among partners

1.__Application of assets.__In winding up a partnership's business, the assets of the partnership, including the contributions of the partners required by this section, must be applied to discharge the partnership's obligations to creditors, including, to the extent permitted by law, partners who are creditors.__Any surplus must be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under subsection 2.

2.__Settlement of partnership accounts; distributions; contribution.__Each partner is entitled to a settlement of all