56a-801. Events causing dissolution and winding up of partnership business.

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A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

56a-801. Events causing dissolution and winding up of partnership business. A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events:

(a)In a partnership at will, the partnership's having notice from a partner, other than a partner who is dissociated under subsections

(b)through

(j)of K.S.A. 56a-601 , of that partner's express will to withdraw as a partner, or on a later date specified by the partner;

(b)in a partnership for a definite term or particular undertaking:

(1)Within 90 days after a partner's dissociation by death or otherwise under subsections

(f)through

(j)of K.S.A. 56a-601 or wrongful dissociation under subsection

(b)of K.S.A. 56a-602 , the express will of at least ½ of the remaining partners to wind up the partnership business, for which purpose a partner's rightful disassociation pursuant to subsection (b)(2)(i) of K.S.A. 56a-602 and amendments thereto constitutes the expression of that partner's will to wind up the partnership business;

(2)the express will of all of the partners to wind up the partnership business; or

(3)the expiration of the term or the completion of the undertaking;

(c)an event agreed to in the partnership agreement resulting in the winding up of the partnership business;

(d)an event that makes it unlawful for all or substantially all of the business of the partnership to be continued, but a cure of illegality within 90 days after notice to the partnership of the event is effective retroactively to the date of the event for purposes of this section;

(e)on application by a partner, a judicial determination that:

(1)The economic purpose of the partnership is likely to be unreasonably frustrated;

(2)another partner has engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with that partner; or

(3)it is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement; or

(f)on application by a transferee of a partner's transferable interest, a judicial determination that it is equitable to wind up the partnership business:

(1)After the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer; or

(2)at any time, if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer.