§ 3271.
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/vt/title-11/chapter-22/3271A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
§ 3271. 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:
(1)in a partnership at will, the partnership’s having notice from a partner, other than a partner who is dissociated under subdivisions 3251(2) through
(10)of this title, 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:
(A)the expiration of 90 days after a partner’s dissociation by death or otherwise under subdivisions 3251(6) through
(10)of this title or wrongful dissociation under subsection 3252(b) of this title, unless before that time a majority in interest of the remaining partners, including partners who have rightfully dissociated pursuant to subdivision 3252(b)(2)(A) of this title, agree to continue the partnership;
(B)the express will of all of the partners to wind up the partnership business; or
(C)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 90 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:
(A)the economic purpose of the partnership is likely to be unreasonably frustrated;
(B)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
(C)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:
(A)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
(B)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. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)