56-1a453. Winding up. (a) Unless otherwise provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners may wind up the limited partnership's affairs; but the district court, upon cause shown, may wind up the limited partnership's affairs upon application of any partner or the partner's representative or assignee.
(b) Upon dissolution of a limited partnership and until the filing of a certificate of cancellation as provided in K.S.A. 56-1a506 and amendments thereto, the persons winding up the limited partnership's affairs, in the name of, and for and on behalf of, the limited partnership, may prosecute and defend suits, whether civil, criminal or administrative, gradually settle and close the limited partnership's business, dispose of and convey the limited partnership's property, discharge the limited partnership's liabilities, and distribute to the partners any remaining assets of the limited partnership, all without affecting the liability of limited partners.
History: L. 1983, ch. 88, § 47; L. 1988, ch. 195, § 17; July 1.
Structure Kansas Statutes
Article 1a - Revised Uniform Limited Partnership Act
56-1a,107 Business transactions of partner with the partnership. [See Revisor's Note]
56-1a,151 Certificate of limited partnership.
56-1a,153 Cancellation of certificate.
56-1a,157 Liability for false statement in certificate.
56-1a,158 Notice of limited partnership.
56-1a,159 Delivery of certificate to limited partners.
56-1a,160 Restated or amended and restated certificate of limited partnership.
56-1a,201 Admission of additional limited partners.
56-1a,203 Liability of limited partners to third parties.
56-1a,204 Person erroneously believing self to be limited partner.
56-1a,205 Limited partner's right to information.
56-1a,251 Admission of additional general partners.
56-1a,252 Cessation of person as general partner, when.
56-1a,253 General partners' powers and liabilities.
56-1a,254 Contributions by general partners.
56-1a,301 Form of contribution.
56-1a,302 Liability for contributions.
56-1a,303 Allocation of profits and losses.
56-1a,304 Allocation of distributions of cash or other assets.
56-1a,351 Interim distributions.
56-1a,352 Withdrawal of general partner.
56-1a,353 Withdrawal of limited partner.
56-1a,354 Distribution upon withdrawal.
56-1a,355 Distribution in kind.
56-1a,356 Right to distribution.
56-1a,357 Limitations on distributions.
56-1a,358 Liability upon return of contribution.
56-1a,401 Nature of partnership interest.
56-1a,402 Assignment of partnership interest.
56-1a,403 Rights of creditors.
56-1a,404 Right of assignee to become limited partner.
56-1a,405 Power of estate of deceased or incompetent partner.
56-1a,452 Judicial dissolution.
56-1a,454 Distribution of assets.
56-1a,507 Doing business without registration.
56-1a,509 Execution and liability.
56-1a,601 Construction and application.
56-1a,604 Rules for cases not provided for in this act.
56-1a,606 Domestic limited partnerships; annual report; annual report fee. [See Revisor's Note]
56-1a,607 Foreign limited partnerships; annual report; annual report fee. [See Revisor's Note]
56-1a,608 Limited partnerships; first annual report and annual report fee.