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2017 Georgia Code
Title 14 - Corporations, Partnerships, and Associations
Chapter 9 - Revised Uniform Limited Partnership Act
Article 8 - Dissolution
§ 14-9-803. Winding up
Universal Citation: GA Code § 14-9-803 (2017)
- (a) After dissolution, except as provided in the partnership agreement, the general partners who have not withdrawn or, if none, the limited partners may wind up the limited partnership's affairs but, if one or more of such general partners have engaged in wrongful conduct, or upon other cause shown, the court may wind up the limited partnership's affairs upon application of a partner, his legal representative, or assignee.
- (b) Unless otherwise provided in writing in the partnership agreement, the persons winding up the limited partnership's affairs may, in the name of, and for and on behalf of, the limited partnership:
- (1) Prosecute and defend suits, whether civil, criminal, or administrative;
- (2) Settle and close the limited partnership's business;
- (3) Dispose of and convey the limited partnership's property for cash;
- (4) Discharge the limited partnership's liabilities; and
- (5) Distribute to the partners any remaining assets of the limited partnership.
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