Section 45-10.2-68 - (803) Winding up1. 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: (1) Amend its certificate of limited partnership to state that the limited partnership is dissolved;(2) Preserve the limited partnership business or property as a going concern for a reasonable time;(3) Prosecute and defend actions and proceedings, whether civil, criminal, or administrative;(4) Transfer the property of the limited partnership;(5) Settle disputes by mediation or arbitration;(6) File a statement of termination as provided in section 45-10.2-69; and(7) Perform other necessary acts; andb. Shall: (1) Discharge the liabilities of the limited partnership;(2) Settle and close the activities of the limited partnership; and(3) Marshall and distribute the assets of the partnership.3. If a dissolved limited partnership does not have a general partner, then a person to wind up the activities of the dissolved limited partnership 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 section 45-10.2-70; andb. Shall promptly amend the certificate of limited partnership to state:(1) That the limited partnership does not have a general partner;(2) The name of the person that has been appointed to wind up the limited partnership; and(3) The street and mailing address of the person.4. On the application of any partner, the district court may order judicial supervision of the winding up, including the appointment of a person to wind up the activities of the dissolved limited partnership, 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; orb. The applicant establishes other good cause.