LD 1609, Page 110 - 122th Legislature, FIRST SPECIAL Session

	1 Prior to August 1997, Section 801(2)(i) provided that upon
the dissociation of a partner in a term partnership by death or
otherwise under Section 601(6) through (10) or wrongful
dissociation under 602(b) the partnership would dissolve unless
"a majority in interest of the remaining partners (including
partners who have rightfully dissociated pursuant to Section
602(b)(2)(i)) agree to continue the partnership." This language
was thought to be necessary for a term partnership to lack
continuity of life under the Internal Revenue Act tax
classification regulations. These regulations were repealed
effective January 1, 1997. The current language, approved at the
1997 annual meeting of the National Conference of Commissioners
on Uniform State Laws, allows greater continuity in a term
partnership than the prior version of this subsection and UPA
Section 38(2)(b).

§1082.__Partnership continues after dissolution

1.__Continuation for purpose of winding up.__Subject to
subsection 2, a partnership continues after dissolution only for
the purpose of winding up its business.__The partnership is
terminated when the winding up of its business is completed.

2.__Waiver of right to wind up business; terminate
partnership.__At any time after the dissolution of a partnership
and before the winding up of its business is completed, all of
the partners, including any dissociating partner other than a
wrongfully dissociating partner, may waive the right to have the
partnership's business wound up and the partnership terminated.__
In that event:

A.__The partnership resumes carrying on its business as if
dissolution had never occurred, and any liability incurred
by the partnership or a partner after the dissolution and
before the waiver is determined as if dissolution had never
occurred; and

B.__The rights of a 3rd party accruing under section 1084,
subsection 1 or arising out of conduct in reliance on the
dissolution before the 3rd party knew or received a
notification of the waiver may not be adversely affected.

Comment

(This is Section 802 of the Uniform Partnership Act (1997).)

1. Section 802(a) is derived from UPA Section 30 and provides
that a partnership continues after dissolution only for the
purpose of winding up its business, after which it is terminated.
RUPA continues the concept of "termination" to mark

Amendments	Public Hearings	Committee Information
Other Documents	Work Sessions	Title & Section

Status for LD 1609	Search Bill Text	Session Information
Bill Directory	Search Bill Status	Legislative Information
Download RTF (MS-Word)	Search Bill Status	Maine Legislature

Office of Legislative Information 100 State House Station Augusta, ME 04333		voice: (207) 287-1692 fax: (207) 287-1580 tty: (207) 287-6826
Word Viewer for Windows		Disclaimer