Known claims against dissolved limited partnership.

(1) A dissolved limited partnership or successor entity, as defined in subsection (14), may dispose of the known claims against it by following the procedure described in subsections (2), (3), and (4).

(2) A dissolved limited partnership or successor entity shall deliver to each of its known claimants written notice of the dissolution at any time after its effective date. The written notice shall:

(a) Provide a reasonable description of the claim that the claimant may be entitled to assert.

(b) State whether the claim is admitted or not admitted, in whole or in part, and, if admitted:

1. The amount that is admitted, which may be as of a given date.

2. Any interest obligation if fixed by an instrument of indebtedness.

(c) Provide a mailing address to which a claim may be sent.

(d) State the deadline, which may not be fewer than 120 days after the effective date of the written notice, by which confirmation of the claim must be delivered to the dissolved limited partnership or successor entity.

(e) State that the dissolved limited partnership or successor entity may make distributions thereafter to other claimants and to the partners or transferees of the limited partnership or persons interested as having been such without further notice.

(f) Unless the limited partnership has been throughout its existence a limited liability limited partnership, state that the barring of a claim against the limited partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner which is based on s. 620.1404.

(3) A dissolved limited partnership or successor entity may reject, in whole or in part, any claim made by a claimant pursuant to this subsection by mailing notice of such rejection to the claimant within 90 days after receipt of such claim and, in all events, at least 150 days before expiration of 3 years following the effective date of dissolution. A notice sent by the dissolved limited partnership or successor entity pursuant to this subsection shall be accompanied by a copy of this section.

(4) A dissolved limited partnership or successor entity electing to follow the procedures described in subsections (2) and (3) shall also give notice of the dissolution of the limited partnership to persons with known claims, that are contingent upon the occurrence or nonoccurrence of future events or otherwise conditional or unmatured, and request that such persons present such claims in accordance with the terms of such notice. Such notice shall be in substantially the form, and sent in the same manner, as described in subsection (2).

(5) A dissolved limited partnership or successor entity shall offer any claimant whose known claim is contingent, conditional, or unmatured such security as the limited partnership or such entity determines is sufficient to provide compensation to the claimant if the claim matures. The dissolved limited partnership or successor entity shall deliver such offer to the claimant within 90 days after receipt of such claim and, in all events, at least 150 days before expiration of 3 years following the effective date of dissolution. If the claimant offered such security does not deliver in writing to the dissolved limited partnership or successor entity a notice rejecting the offer within 120 days after receipt of such offer for security, the claimant is deemed to have accepted such security as the sole source from which to satisfy his or her claim against the limited partnership.

(6) A dissolved limited partnership or successor entity which has given notice in accordance with subsections (2) and (4), and is seeking the protection offered by subsections (9) and (12), shall petition the circuit court in the county in which the limited partnership’s principal office is located or was located at the effective date of dissolution to determine the amount and form of security that will be sufficient to provide compensation to any claimant who has rejected the offer for security made pursuant to subsection (5).

(7) A dissolved limited partnership or successor entity which has given notice in accordance with subsection (2), and is seeking the protection offered by subsections (9) and (12), shall petition the circuit court in the county in which the limited partnership’s principal office is located or was located at the effective date of dissolution to determine the amount and form of security which will be sufficient to provide compensation to claimants whose claims are known to the limited partnership or successor entity but whose identities are unknown. The court shall appoint a guardian ad litem to represent all claimants whose identities are unknown in any proceeding brought under this subsection. The reasonable fees and expenses of such guardian, including all reasonable expert witness fees, shall be paid by the petitioner in such proceeding.

(8) The giving of any notice or making of any offer pursuant to the provisions of this section shall not revive any claim then barred or constitute acknowledgment by the dissolved limited partnership or successor entity that any person to whom such notice is sent is a proper claimant and shall not operate as a waiver of any defense or counterclaim in respect of any claim asserted by any person to whom such notice is sent.

(9) A dissolved limited partnership or successor entity which has followed the procedures described in subsections (2)-(7):

(a) Shall pay the claims admitted or made and not rejected in accordance with subsection (3).

(b) Shall post the security offered and not rejected pursuant to subsection (5).

(c) Shall post any security ordered by the circuit court in any proceeding under subsections (6) and (7).

(d) Shall pay or make provision for all other known obligations of the limited partnership or such successor entity.

If there are sufficient funds, such claims or obligations shall be paid in full, and any such provision for payments shall be made in full. If there are insufficient funds, such claims and obligations shall be paid or provided for according to their priority and, among claims of equal priority, ratably to the extent of funds legally available therefor. Any remaining funds shall be distributed to the partners and transferees of the dissolved limited partnership; however, such distribution may not be made before the expiration of 150 days after the date of the last notice of any rejection given pursuant to subsection (3). In the absence of actual fraud, the judgment of the general partners of the dissolved limited partnership, or other person or persons winding up the limited partnership under s. 620.1803, or the governing persons of such successor entity, as to the provisions made for the payment of all obligations under paragraph (d), is conclusive.

(10) A dissolved limited partnership or successor entity which has not followed the procedures described in subsections (2) and (3) shall pay or make reasonable provision to pay all known claims and obligations, including all contingent, conditional, or unmatured claims known to the dissolved limited partnership or such successor entity and all claims which are known to the dissolved limited partnership or such successor entity but for which the identity of the claimant is unknown. If there are sufficient funds, such claims shall be paid in full, and any such provision made for payment shall be made in full. If there are insufficient funds, such claims and obligations shall be paid or provided for according to their priority and, among claims of equal priority, ratably to the extent of funds legally available therefor. Any remaining funds shall be distributed to the partners and transferees of the dissolved limited partnership.

(11) Except for any general partner otherwise liable under s. 620.1404, s. 620.1405, or s. 620.1607, a partner or transferee of a dissolved limited partnership the assets of which were distributed pursuant to subsection (9) or subsection (10) is not liable for any claim against the limited partnership in an amount in excess of such partner’s or transferee’s pro rata share of the claim or the amount distributed to the partner or transferee, whichever is less.

(12) A partner, whether or not a general partner, or transferee of a dissolved limited partnership, the assets of which were distributed pursuant to subsection (9), is not liable for any claim against the limited partnership which claim is known to the limited partnership or successor entity and on which a proceeding is not begun prior to the expiration of 3 years following the effective date of dissolution.

(13) Except for any general partner otherwise liable under s. 620.1404, s. 620.1405, or s. 620.1607 and not entitled to the relief provided under subsection (12), the aggregate liability of any person for claims against the dissolved limited partnership arising under this section or s. 620.1807 may not exceed the amount distributed to the person in dissolution.

(14) As used in this section or s. 620.1807, the term “successor entity” includes any trust, receivership, or other legal entity governed by the laws of this state to which the remaining assets and liabilities of a dissolved limited partnership are transferred and which exists solely for the purposes of prosecuting and defending suits by or against the dissolved limited partnership, enabling the dissolved limited partnership to settle and close the business of the dissolved limited partnership, to dispose of and convey the property of the dissolved limited partnership, to discharge the liabilities of the dissolved limited partnership, and to distribute to the dissolved limited partnership’s partners any remaining assets, but not for the purpose of continuing the business for which the dissolved limited partnership was organized.