Under RULPA, limited partnerships dissolve far less readily than do general partnerships under the UPA. A limited partnership does not dissolve on the withdrawal of a limited partner, nor does it necessarily dissolve on the withdrawal of a general partner. See RULPA § 801(4).

RUPA's move to the entity theory is driven in part by the need to prevent a technical dissolution or its consequences. Under RUPA, not every partner dissociation causes a dissolution of the partnership. Only certain departures trigger a dissolution. The basic rule is that a partnership is dissolved, and its business must be wound up, only upon the occurrence of one of the events listed in Section 801. All other dissociations result in a buyout of the partner's interest under Article 7 and a continuation of the partnership entity and business by the remaining partners. See Section 603(a).

With only three exceptions, the provisions of Section 801 are merely default rules and may by agreement be varied or eliminated as grounds for dissolution. The first exception is dissolution under Section 801(4) resulting from carrying on an illegal business. The other two exceptions cover the power of a court to dissolve a partnership under Section 801(5) on application of a partner and under Section 801(6) on application of a transferee. See Comments 68 for further explanation of these provisions.

2. Under RUPA, "dissolution" is merely the commencement of the winding up process. The partnership continues for the limited purpose of winding up the business. In effect, that means the scope of the partnership business contracts to completing work in process and taking such other actions as may be necessary to wind up the business. Winding up the partnership business entails selling its assets, paying its debts, and distributing the net balance, if any, to the partners in cash according to their interests. The partnership entity continues, and the partners are associated in the winding up of the business until winding up is completed. When the winding up is completed, the partnership entity terminates.

3. Section 801 continues two basic rules from the UPA. First, it continues the rule that any member of an at-will partnership has the right to force a liquidation. Second, by negative implication, it continues the rule that the partners who