Other claims against dissolved limited partnership

1. Law
2. Mississippi Code
3. Corporations, Associations, and Partnerships
4. Mississippi Uniform Limited Partnership Act
5. Dissolution and Winding Up
6. Other claims against dissolved limited partnership

A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the partnership to present them in accordance with the notice.

A notice under subsection (a) must:

1. Be published at least once in a newspaper of general circulation in the county in this state in which the dissolved limited partnership's principal office is located or, if the principal office is not located in this state, in Hinds County, Mississippi;
2. Describe the information required to be contained in a claim, state that the claim must be in writing, and provide a mailing address to which the claim is to be sent;
3. State that a claim against the partnership is barred unless an action to enforce the claim is commenced not later than three (3) years after publication of the notice; and
4. Unless the partnership has been throughout its existence a limited liability limited partnership, state that the barring of a claim against the partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner which is based on Section 79-14-404.

If a dissolved limited partnership publishes a notice in accordance with subsection (b), the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the partnership not later than three (3) years after the publication date of the notice:

A claimant that did not receive notice in a record under Section 79-14-806;

A claimant whose claim was timely sent to the partnership but not acted on; and

A claimant whose claim is contingent at, or based on an event occurring after, the date of dissolution.

A claim not barred under this section or Section 79-14-806 may be enforced:

Against the dissolved limited partnership, to the extent of its undistributed assets;

Except as otherwise provided in Section 79-14-808, if assets of the partnership have been distributed after dissolution, against a partner or transferee to the extent of that person's proportionate share of the claim or of the partnership's assets distributed to the partner or transferee after dissolution, whichever is less, but a person's total liability for all claims under this paragraph may not exceed the total amount of assets distributed to the person after dissolution; and

Against any person liable on the claim under Sections 79-14-404 and 79-14-607.

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