(

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

b) In winding up its activities, the limited partnership: (1) 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 certificate of cancellation as provided in

Section 15902.03, and perform other necessary acts; and (2) shall discharge the limited partnership’s liabilities, settle and close the limited partnership’s activities, and marshal and distribute the assets of the partnership. (

c) 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 subdivision: (1) has the powers of a general partner under

Section 15908.04; and (2) shall promptly amend the certificate of limited partnership to state: (

A) that the limited partnership does not have a general partner; (

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

C) the address of the person. (

d) On the application of any partner, the appropriate 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: (1) a limited partnership does not have a general partner and within a reasonable time following the dissolution no person has been appointed pursuant to subdivision (c); or (2) the applicant establishes other good cause. (

e) Unless otherwise provided in the partnership agreement, the limited partners winding up the affairs of the partnership pursuant to this

section shall be entitled to reasonable compensation.