A dissolved limited partnership that has completed winding up may deliver to the secretary of state for filing a statement of termination that states: 1. The name of the limited partnership; and 2. Any other information as determined by the general partners filing the statement or by a person appointed pursuant to subsection 3 or 4 of section 45-10.2-68.
45-10.2-70. (804) Power of general partner and person dissociated as general partner to bind partnership after dissolution. 1. A limited partnership is bound by an act of a general partner after dissolution which: a. Is appropriate for winding up the activities of a limited partnership; or b. Would have bound the limited partnership under section 45-10.2-38 before dissolution, if, at the time the other party enters into the transaction, the other party does not have notice of the dissolution. 2. A person dissociated as a general partner binds a limited partnership through an act occurring after dissolution if: a. At the time the other party enters into the transaction: (1) Less than two years have passed since the dissociation; and (2) The other party does not have notice of the dissociation and reasonably believes that the person is a general partner; and b. The act: (1) Is appropriate for winding up the activities of the limited partnership; or (2) Would have bound the limited partnership under section 45-10.2-38 before dissolution and at the time the other party enters into the transaction the other party does not have notice of the dissolution.
45-10.2-71. (805) Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and persons dissociated as general partner. 1. If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under subsection 1 of section 45-10.2-70 by an act that is not appropriate for winding up the activities of the partnership, then the general partner is liable: a. To the limited partnership for any damage caused to the limited partnership arising from the obligation; and b. If another general partner or a person dissociated as a general partner is liable for the obligation, then to that other general partner or person for any damage caused to that other general partner or person arising from the liability. 2. If a person dissociated as a general partner causes a limited partnership to incur an obligation under subsection 2 of section 45-10.2-70, then the person is liable: a. To the limited partnership for any damage caused to the limited partnership arising from the obligation; and b. If a general partner or another person dissociated as a general partner is liable for the obligation, then to the general partner or other person for any damage caused to the general partner or other person arising from the liability.