50-73.117 - Events causing dissolution and winding up of partnership business.
§ 50-73.117. Events causing dissolution and winding up of partnershipbusiness.
A partnership is dissolved, and its business shall be wound up, only upon theoccurrence 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 2 through 12 of §50-73.109, of that partner's express will to withdraw as a partner, on alater date specified by the partner in the notice or, if no later date isspecified, the date of notice;
2. In a partnership for a definite term or particular undertaking:
a. Within 90 days after a partner's dissociation by death or otherwise undersubdivisions 6 through 12 of § 50-73.109 or wrongful dissociation undersubsection B of § 50-73.110, the express will of at least one half of theremaining partners to wind up the partnership's business, for which purpose apartner's rightful dissociation pursuant to subdivision B 2 a of § 50-73.110constitutes the expression of that partner's will to wind up the partnershipbusiness;
b. The express will of all of the partners to wind up the partnershipbusiness; 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 windingup of the partnership business;
4. An event that makes it unlawful for all or substantially all of thebusiness of the partnership to be continued, but a cure of illegality within90 days after notice to the partnership of the event is effectiveretroactively 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 unreasonablyfrustrated;
b. Another partner has engaged in conduct relating to the partnershipbusiness which makes it not reasonably practicable to carry on the businessin partnership with that partner; or
c. It is not otherwise reasonably practicable to carry on the partnershipbusiness in conformity with the partnership agreement; or
6. On application by a transferee of a partner's transferable interest, ajudicial determination that it is equitable to wind up the partnershipbusiness:
a. After the expiration of the term or completion of the undertaking, if thepartnership was for a definite term or particular undertaking at the time ofthe 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 ofthe transfer or entry of the charging order that gave rise to the transfer.
(1996, c. 292; 2006, c. 912.)