A dissolved partnership may only do winding-up and liquidation activities, and it may not carry on other business or not-for-profit activity.
(a) A dissolved partnership continues its existence as a partnership but may not carry on any business or not for profit activity except as is appropriate to wind up and liquidate its business or not for profit activity, including: (1) collecting its assets; (2) disposing of its properties that will not be distributed in kind to persons owning transferable interests; (3) discharging or making provisions for discharging its liabilities; (4) distributing its remaining property in accordance with Section 10A-8A-8.09; and (5) doing every other act necessary to wind up and liquidate its business or not for profit activity. (b) In winding up its business or not for profit activity, a partnership may: (1) deliver to the Secretary of State for filing a statement of dissolution setting forth: (A) The name of the partnership; (B) If the partnership has filed a statement of partnership, a statement of not for profit partnership, a statement of authority, or a statement of limited liability partnership, the unique identifying number or other designation as assigned by the Secretary of State; (C) That the partnership has dissolved; (D) The name, street address, and mailing address of the partner who will be winding up the business or not for profit activity of the partnership pursuant to Section 10A-8A-8.03(a), and if none, the name, street address, and mailing address of the person appointed pursuant to Section 10A-8A-8.03(b) or (c) to wind up the business or not for profit activity of the partnership; (E) If the partnership has filed a statement of partnership, a statement of not for profit partnership, or a statement of limited liability partnership, the name, street address, and mailing address of the partnership’s registered agent; and (F) Any other information the partnership deems appropriate; (2) preserve the partnership’s business or not for profit activity as a going concern for a reasonable time; (3) prosecute, defend, or settle actions or proceedings, whether civil, criminal, or administrative; (4) transfer the partnership’s assets; (5) resolve disputes by mediation or arbitration; and (6) merge or convert in accordance with Article 9 of this chapter or Article 8 of Chapter 1. (c) The dissolution of a partnership does not: (1) transfer title to the partnership’s property; (2) prevent the commencement of a proceeding by or against the partnership in its partnership name; (3) terminate, abate, or suspend a proceeding pending by or against the partnership on the effective date of dissolution; (4) terminate the authority of its registered agent; or (5) abate, suspend, or otherwise alter the application of Section 10A-8A-3.06. (d) A statement of dissolution is a filing instrument under Chapter 1. (e) If a partnership has not filed a statement of partnership, a statement of not for profit partnership, a statement of limited liability partnership, or a statement of authority and the Secretary of State has not assigned a unique identifying number or other designation to that partnership, then the Secretary of State shall assign a unique identifying number or other designation to that partnership when that partnership delivers to the Secretary of State for filing that partnership’s statement of dissolution without the need of that partnership delivering to the Secretary of State for filing a statement of partnership, a statement of not for profit partnership, a statement of limited liability partnership, or a statement of authority.