(803) Winding up
N.D. Cent. Code § 45-10.2-68
in effect45-10.2-68. (803) Winding up
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:
(1) Amend its certificate of limited partnership to state that the limited
partnership is dissolved;
(2) Preserve the limited partnership business or property as a going concern for
a reasonable time;
(3) Prosecute and defend actions and proceedings, whether civil, criminal, or
administrative;
(4) Transfer the property of the limited partnership;
(5) Settle disputes by mediation or arbitration;
(6) File a statement of termination as provided in section 45-10.2-69; and
(7) Perform other necessary acts; and
b. Shall:
(1) Discharge the liabilities of the limited partnership;
(2) Settle and close the activities of the limited partnership; and
(3) Marshall and distribute the assets of the partnership.
3. If a dissolved limited partnership does not have a general partner, then a person to
wind up the activities of the dissolved limited partnership 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 section 45-10.2-70; 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 activities of the
dissolved limited partnership, 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.
Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://ndlegis.gov/cencode/t45c10-2.pdf#nameddest=45-10p2-68Fetched: 10/16/2026