(a) A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the limited partnership to present them in accordance with the notice.

Terms Used In Hawaii Revised Statutes 425E-807

  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • county: includes the city and county of Honolulu. See Hawaii Revised Statutes 1-22
  • General partner: means :

    (1) With respect to a limited partnership, a person that:

    (A) Becomes a general partner under § 425E-401; or

    (B) Was a general partner in a limited partnership when the limited partnership became subject to this chapter under section 425E-1204(a) or (b); and

    (2) With respect to a foreign limited partnership, a person that has rights, powers, and obligations similar to those of a general partner in a limited partnership. See Hawaii Revised Statutes 425E-102

  • Partner: means a limited partner or general partner. See Hawaii Revised Statutes 425E-102
  • 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.
  • Person: includes any individual or entity. See Hawaii Revised Statutes 425E-102
  • Principal office: means the office where the principal executive office of a limited partnership or foreign limited partnership is located, whether or not the office is located in this State. See Hawaii Revised Statutes 425E-102
  • Record: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. See Hawaii Revised Statutes 425E-102
  • State: means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. See Hawaii Revised Statutes 425E-102
  • Transferee: means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a partner. See Hawaii Revised Statutes 425E-102
(b) The notice shall:

(1) Be published at least once in a newspaper of general circulation in the county in which the dissolved limited partnership’s principal office is located or, if it has none in this State, in the city and county of Honolulu;
(2) Describe the information required to be contained in a claim and provide a mailing address to which the claim is to be sent;
(3) State that a claim against the limited partnership shall be barred unless an action to enforce the claim is commenced within five years after publication of the notice; and
(4) Unless the limited partnership has been throughout its existence a limited liability limited partnership, state that the barring of a claim against the limited partnership shall also bar any corresponding claim against any general partner or person dissociated as a general partner that is based on section 425E-404.
(c) If a dissolved limited partnership publishes a notice in accordance with subsection (b), the claim of each of the following claimants shall be barred unless the claimant commences an action to enforce the claim against the dissolved limited partnership within five years after the publication date of the notice:

(1) A claimant that did not receive notice in a record under § 425E-806;
(2) A claimant whose claim was timely sent to the dissolved limited partnership but not acted on; and
(3) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
(d) A claim not barred under this section may be enforced:

(1) Against the dissolved limited partnership, to the extent of its undistributed assets;
(2) If the assets have been distributed in liquidation, against a partner or transferee to the extent of that person’s proportionate share of the claim or the limited partnership’s assets distributed to the partner or transferee in liquidation, whichever is less, but a person’s total liability for all claims under this paragraph shall not exceed the total amount of assets distributed to the person as part of the winding up of the dissolved limited partnership; or
(3) Against any person liable on the claim under section 425E-404.
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