48-7A-801. Events causing dissolution and winding up of partnership business.

423 words·~2 min read·/sd/title-48/chapter-48-7/48-7a-801

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

A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events:

(1)In a partnership at will, the partnership's having notice from a partner, other than a partner who is dissociated under subsections 48 - 7A - 601(2) to (10), inclusive, of that partner's express will to withdraw as a partner, or on a later date specified by the partner;

(2)In a partnership for a definite term or particular undertaking:

(i)Within ninety days after a partner's dissociation by death or otherwise under subsections 48 - 7A - 601(6) to (10), inclusive, or wrongful dissociation under subsection 48 - 7A - 602(b), the express will of at least half of the remaining partners to wind up the partnership business, for which purpose a partner's rightful dissociation pursuant to subsection 48 - 7A - 602(b)(2)(i) constitutes the expression of that partner's will to wind up the partnership business;

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

(iii)The expiration of the term or the completion of the undertaking;

(3)An event agreed to in the partnership agreement resulting in the winding up of the partnership business;

(4)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 ninety days after notice to the partnership of the event is effective retroactively to the date of the event for purposes of this section;

(5)On application by a partner, a judicial determination that:

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

(ii)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

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

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

(i)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

(ii)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.