SEC. 79-13-801. 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:
(1) In a partnership at will, the partnership's having notice from a partner, other than a partner who is dissociated under Section 79-13-601(2) through (10), 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 (90) days after a partner's dissociation by death or otherwise under Section 79-13-601(6) through (10) or wrongful dissociation under Section 79-13-602(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 Section 79-13-602(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 (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:
(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.
SOURCES: Laws, 2004, ch. 458, § 801, SB 2504, eff from and
after Jan. 1, 2005.
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