(a) A dissolved limited partnership shall wind up its activities and affairs, and, except as otherwise provided in section 30-24-803, Idaho Code, the partnership continues after dissolution only for the purpose of winding up.
(b) In winding up its activities and affairs, the limited partnership:
(1) Shall discharge the partnership’s debts, obligations, and other liabilities, settle and close the partnership’s activities and affairs, and marshal and distribute the assets of the partnership; and
(2) May:
(A) Amend its certificate of limited partnership to state that the limited partnership is dissolved;
(B) Preserve the partnership activities, affairs, and property as a going concern for a reasonable time;
(C) Prosecute and defend actions and proceedings, whether civil, criminal, or administrative;
(D) Transfer the partnership’s property;
(E) Settle disputes by mediation or arbitration;
(F) Deliver to the secretary of state for filing a statement of termination stating the name of the partnership and that the partnership is terminated; and
(G) Perform other acts necessary or appropriate to the winding up.

Terms Used In Idaho Code 30-24-802

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • 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.
  • 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 a corporation as well as a natural person;
Idaho Code 73-114
  • Property: includes both real and personal property. See Idaho Code 73-114
  • Prosecute: To charge someone with a crime. A prosecutor tries a criminal case on behalf of the government.
  • State: when applied to the different parts of the United States, includes the District of Columbia and the territories; and the words "United States" may include the District of Columbia and territories. See Idaho Code 73-114
    • (c) If a dissolved limited partnership does not have a general partner, a person to wind up the dissolved partnership’s activities and affairs may be appointed by the affirmative vote or consent of limited partners owning a majority of the rights to receive distributions as limited partners at the time the vote or consent is to be effective. A person appointed under this subsection:
    (1) Has the powers of a general partner under section 30-24-804, Idaho Code, but is not liable for the debts, obligations, and other liabilities of the partnership solely by reason of having or exercising those powers or otherwise acting to wind up the dissolved partnership’s activities and affairs; and
    (2) Shall deliver promptly to the secretary of state for filing an amendment to the partnership’s certificate of limited partnership stating:
    (A) That the partnership does not have a general partner;
    (B) The name and street and mailing addresses of the person; and
    (C) That the person has been appointed pursuant to this subsection to wind up the partnership.
    (d) On the application of a partner, the district court may order judicial supervision of the winding up of a dissolved limited partnership, including the appointment of a person to wind up the partnership’s activities and affairs, if:
    (1) The partnership does not have a general partner and within a reasonable time following the dissolution no person has been appointed pursuant to subsection (c) of this section; or
    (2) The applicant establishes other good cause.