Connecticut General Statutes 34-28c – Winding up of limited partnership
(a) Except as 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 superior court of the judicial district where the principal business of the partnership is carried on may wind up the limited partnership’s affairs upon application of any partner, his legal representative or assignee.
Terms Used In Connecticut General Statutes 34-28c
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Partner: means a limited or general partner. See Connecticut General Statutes 34-9
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Prosecute: To charge someone with a crime. A prosecutor tries a criminal case on behalf of the government.
(b) Upon the dissolution of a limited partnership and until the filing of a certificate of cancellation as provided in § 34-32a, the persons winding up the affairs of the limited partnership may, in the name of, and for and on behalf of the limited partnership, prosecute and defend suits, whether civil, criminal or administrative, settle and close the business of the limited partnership, dispose of and convey the property of the limited partnership, discharge the liabilities of the limited partnership and distribute to the partners any remaining assets of the limited partnership, all without affecting the liability of the limited partners.