| | | Subject to section 1085, a partnership is bound by a partner's | | act after dissolution that: |
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| | | 1.__Appropriate act.__Is appropriate for winding up the | | partnership business; or |
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| | | 2.__Act would have bound partnership.__Would have bound the | | partnership under section 1031 before dissolution, if the other | | party to the transaction did not have notice of the dissolution. |
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| | | §1085.__Statement of dissolution |
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| | | 1.__Filing of statement.__After dissolution, a partner who has | | not wrongfully dissociated may file a statement of dissolution | | stating the name of the partnership and that the partnership has | | dissolved and is winding up its business. |
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| | | 2.__Deemed to have notice.__For the purposes of sections 1031 | | and 1084, a person not a partner is deemed to have notice of the | | dissolution and the limitation on the partners' authority as a | | result of the statement of dissolution 30 days after it is filed. |
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| | | §1086.__Partner's liability to other partners after dissolution |
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| | | 1.__Liable for partner's share.__Except as otherwise provided | | in subsection 2 and section 1034, after dissolution a partner is | | liable to the other partners for the partner's share of any | | partnership liability incurred under section 1084. |
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| | | 2.__Liability for inappropriate act.__A partner who, with | | knowledge of the dissolution, incurs a partnership liability | | under section 1084, subsection 2 by an act that is not | | appropriate for winding up the partnership business is liable to | | the partnership for any damage caused to the partnership arising | | from the liability. |
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| | | §1087.__Settlement of accounts and contributions among partners |
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| | | 1.__Application of assets.__In winding up a partnership's | | business, the assets of the partnership, including the | | contributions of the partners required by this section, must be | | applied to discharge the partnership's obligations to creditors, | | including, to the extent permitted by law, partners who are | | creditors.__Any surplus must be applied to pay in cash the net | | amount distributable to partners in accordance with their right | | to distributions under subsection 2. |
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| | | 2.__Settlement of partnership accounts; distributions; | | contribution.__Each partner is entitled to a settlement of all |
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