(a) A partner at the time of dissolution, including a partner who has dissociated but not wrongfully, may participate in winding up the partnership's business or affairs, but on application of any partner or a partner's legal representative or transferee, the Court of Chancery for good cause shown, may order judicial supervision of the winding up.
(b) The legal representative of the last surviving partner may wind up a partnership's business or affairs.
(c) The persons winding up the partnership's business or affairs may, in the name of, and for and on behalf of, the partnership, prosecute and defend suits, whether civil, criminal or administrative, gradually settle and close the partnership's business or affairs, dispose of and convey the partnership's property, discharge or make reasonable provision for the partnership's liabilities, distribute to the partners pursuant to § 15-807 of this title any remaining assets of the partnership, and perform other acts which are necessary or convenient to the winding up of the partnership's business or affairs.
Structure Delaware Code
Chapter 15. DELAWARE REVISED UNIFORM PARTNERSHIP ACT
Subchapter VIII. Winding Up Partnership Business or Affairs
§ 15-801. Events causing dissolution and winding up of partnership business or affairs.
§ 15-802. Partnership continues after dissolution.
§ 15-803. Right to wind up partnership business or affairs.
§ 15-804. Partner's power to bind partnership after dissolution.
§ 15-805. Statement of dissolution.
§ 15-806. Partner's liability to other partners after dissolution.
§ 15-807. Settlement of accounts and contributions among partners.