Chapter 17: UNIFORM PARTNERSHIP ACT HEADING: PL 2005, C. 543, PT. A, §2 (NEW)
Subchapter 8: WINDING UP PARTNERSHIP BUSINESS HEADING: PL 2005, C. 543, PT. A, §2 (NEW)
§1081. 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: [2005, c. 543, Pt. A, §2 (NEW).]
1.Notice of express will to withdraw.
In a partnership at will, the partnership's having notice from a partner, other than a partner who is dissociated under
section 1061, subsections 2 to 10, of that partner's express will to withdraw as a partner, or on a later date specified by
the partner;
[
2005, c. 543, Pt. A, §2 (NEW)
.]
2.Dissolution before expiration of term.
In a partnership for a definite term or particular undertaking:
A. Within 90 days after a partner's dissociation by death or otherwise under section 1061, subsections 6 to 10 or wrongful
dissociation under section 1062, subsection 2, the express will of at least 1/2 of the remaining partners to wind up the partnership
business, for which purpose a partner's rightful dissociation pursuant to section 1062, subsection 2, paragraph B, subparagraph
(1) constitutes the expression of that partner's will to wind up the partnership business; [2005, c. 543, Pt. A, §2 (NEW).]
B. The express will of all of the partners to wind up the partnership business; or [2005, c. 543, Pt. A, §2 (NEW).]
C. The expiration of the term or the completion of the undertaking; [2005, c. 543, Pt. A, §2 (NEW).]
[
2005, c. 543, Pt. A, §2 (NEW)
.]
3.Event in partnership agreement.
An event agreed to in the partnership agreement resulting in the winding up of the partnership business;
[
2005, c. 543, Pt. A, §2 (NEW)
.]
4.Unlawful continuation; cure.
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;
[
2005, c. 543, Pt. A, §2 (NEW)
.]
5.Judicial determination; application by partner.
On application by a partner, a judicial determination that:
A. The economic purpose of the partnership is likely to be unreasonably frustrated; [2005, c. 543, Pt. A, §2 (NEW).]
B. Another partner has engaged in conduct relating to the partnership business that makes it not reasonably practicable to
carry on the business in partnership with that partner; or [2005, c. 543, Pt. A, §2 (NEW).]
C. It is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement;
or [2005, c. 543, Pt. A, §2 (NEW).]
[
2005, c. 543, Pt. A, §2 (NEW)
.]
6.Judicial determination; application by transferee.
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 [2005, c. 543, Pt. A, §2 (NEW).]
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. [2005, c. 543, Pt. A, §2 (NEW).]
[
2005, c. 543, Pt. A, §2 (NEW)
.]
SECTION HISTORY
2005, c. 543, §A2 (NEW).
Data for this page extracted on 10/16/2012 08:27:01.