(805 ILCS 215/803)
Sec. 803. Winding up. (a) A limited partnership continues after dissolution only for the purpose of winding up its activities. (b) In winding up its activities, the limited partnership: (1) may amend its certificate of limited partnership |
| to state that the limited partnership is dissolved, preserve the limited partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, transfer the limited partnership's property, settle disputes by mediation or arbitration, file a statement of termination as provided in Section 203, and perform other necessary acts; and
|
|
(2) shall discharge the limited partnership's
|
| liabilities, settle and close the limited partnership's activities, and marshal and distribute the assets of the partnership.
|
|
(c) If a dissolved limited partnership does not have a general partner, a person to wind up the dissolved limited partnership's activities may be appointed by the consent of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective. A person appointed under this subsection:
(1) has the powers of a general partner under Section
|
|
(2) shall promptly amend the certificate of limited
|
|
(A) that the limited partnership does not have a
|
|
(B) the name of the person that has been
|
| appointed to wind up the limited partnership; and
|
|
(C) the street and mailing address of the person.
(d) On the application of any partner, the circuit court may order judicial supervision of the winding up, including the appointment of a person to wind up the dissolved limited partnership's activities, if:
(1) a limited partnership does not have a general
|
| partner and within a reasonable time following the dissolution no person has been appointed pursuant to subsection (c); or
|
|
(2) the applicant establishes other good cause.
(Source: P.A. 93-967, eff. 1-1-05.)
|