35-10-627. Statement of dissolution. (1) After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business.
(2) If a statement of dissolution is filed, the statement must be filed with the same entity with which the original partnership agreement was filed.
(3) A statement of dissolution cancels a filed statement of partnership authority for the purposes of 35-10-310(4) and is a limitation on authority for the purposes of 35-10-310(5).
(4) For the purposes of 35-10-301 and 35-10-626, a person who is not a partner is considered to have notice of the dissolution and the limitation on the partners' authority as a result of the statement of dissolution 90 days after it is filed.
(5) After filing and, if appropriate, recording a statement of dissolution, the dissolved partnership may file and, if appropriate, record a statement of partnership authority that will operate with respect to a person who is not a partner as provided in 35-10-310(4) and (5) in any transaction, whether or not the transaction is appropriate for winding up the partnership business.
History: En. Sec. 49, Ch. 238, L. 1993; amd. Sec. 14, Ch. 71, L. 2005.
Structure Montana Code Annotated
Title 35. Corporations, Partnerships, and Associations
Chapter 10. Partnerships in General
Part 6. Dissolution and Winding Up
35-10-602. Partnership continues after dissolution
35-10-609. Right to wind up partnership business
35-10-616. Events causing partner's dissociation
35-10-617. Partner's wrongful dissociation
35-10-618. Effect of partner's dissociation
35-10-619. Purchase of dissociated partner's interest
35-10-620. Dissociated partner's power to bind partnership -- liability to partnership
35-10-621. Dissociated partner's liability to other persons
35-10-622. Statement of dissociation -- filing
35-10-623. Continued use of partnership name
35-10-624. Events causing dissolution and winding up of partnership business
35-10-625. Dissolution deferred 90 days
35-10-626. Partner's power to bind partnership after dissolution
35-10-627. Statement of dissolution
35-10-628. Partner's liability to other partners after dissolution
35-10-629. Settlement of accounts among partners
35-10-630. through 35-10-634 reserved
35-10-635. Conversion of partnership to limited partnership
35-10-636. Conversion of limited partnership to partnership
35-10-637. Effect of conversion -- entity unchanged
35-10-638. through 35-10-640 reserved
35-10-641. Merger of partnerships