(1) A limited partnership continues after dissolution only for the purpose of winding up its activities.

     (2) In winding up its activities, the limited partnership:

     (a) May amend its certificate of limited partnership to state that the limited partnership is dissolved, preserve the limited partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, transfer the limited partnership's property, settle disputes by mediation or arbitration, file a statement of termination as provided in RCW 25.10.221, and perform other necessary acts; and

     (b) Shall discharge the limited partnership's liabilities, settle and close the limited partnership's activities, and marshal and distribute the assets of the partnership.

     (3) If a dissolved limited partnership does not have a general partner, a person to wind up the dissolved limited partnership's activities may be appointed by the consent of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective. A person appointed under this subsection:

     (a) Has the powers of a general partner under RCW 25.10.586; and

     (b) Shall promptly amend the certificate of limited partnership to state:

     (i) That the limited partnership does not have a general partner;

     (ii) The name of the person that has been appointed to wind up the limited partnership; and

     (iii) The street and mailing address of the person.

     (4) On the application of any partner, or, if there are no partners, any transferee of a partner's transferable interest, the Thurston county superior court may order judicial supervision of the winding up, including the appointment of a person to wind up the dissolved limited partnership's activities, if:

     (a) A limited partnership does not have a general partner and within a reasonable time following the dissolution no person has been appointed pursuant to subsection (3) of this section; or

     (b) The applicant establishes other good cause.

[2009 c 188 § 803.]