[§425-142] Rights of retiring or estate of deceased partner when the business is continued. [Repealed July 1, 2000. For new provision, see below.] When any partner retires or dies, and the business is continued under any of the conditions set forth in section 425-141(1), (2), (3), (5), (6), or section 425-138(2)(b) without any settlement of accounts as between the partner or the partner's estate and the person or partnership continuing the business, unless otherwise agreed, the partner or the partner's legal representative as against such persons or partnership may have the value of the partner's interest at the date of dissolution ascertained, and shall receive as an ordinary creditor an amount equal to the value of the partner's interest in the dissolved partnership with interest, or, at the partner's option or at the option of the partner's legal representative, in lieu of interest, the profits attributable to the use of the partner's right in the property of the dissolved partnership; provided that the creditors of the dissolved partnership as against the separate creditors, or the representative of the retired or deceased partner, shall have priority on any claim arising under this section, as provided by section 425-141(8). [L 1972, c 17, §42; gen ch 1985]

§425-142 Statement of dissolution. [Section effective July 1, 2000. For present provision, see above.] (a) 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.

(b) A statement of dissolution cancels a filed registration for the purposes of section 425-114(a) and is a limitation on authority for the purposes of section 425-114(b).

(c) For the purposes of sections 425-112 and 425-141, 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 ninety days after it is filed.

(d) After filing and, if appropriate, recording a statement of dissolution, a dissolved partnership may file and, if appropriate, record a registration statement which will operate with respect to a person not a partner as provided in section 425-114(a) and (b) in any transaction, whether or not the transaction is appropriate for winding up the partnership business. [L 1999, c 284, pt of §1]