- 1. A limited partnership continues after dissolution only for the purpose of winding up its activities.
2. In winding up its activities, the limited partnership:
- (a) 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 certificate of cancellation as provided in NRS 87A.245 and perform other necessary acts; and
- (b) Shall discharge the limited partnership’s liabilities, settle and close the limited partnership’s activities and marshal and distribute the assets of the partnership.
3. 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:
- (a) Has the powers of a general partner under NRS 87A.505; and
(b) Shall promptly amend the certificate of limited partnership to state:
- (1) That the limited partnership does not have a general partner;
- (2) The name of the person that has been appointed to wind up the limited partnership; and
- (3) The street and mailing address of the person.
4. On the application of any partner, the district 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:
- (a) 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 3; or
- (b) The applicant establishes other good cause.
(Added to NRS by 2007, 469)