29-1071

29-1071. Events causing dissolution and
winding up of partnership business

A partnership is dissolved, and its business shall be wound up, only on the
occurrence of any of the following events:

1. In a partnership at will, the partnership having notice from a partner, other
than a partner who is dissociated under section 29-1051, paragraphs 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 either:

(a) Within ninety days after a partner's dissociation by death or otherwise under
section 29-1051, paragraphs 6 through 10 or wrongful dissociation under section 29-1052,
subsection B, the express will of at least half of the remaining partners to wind up the
partnership business. A partner's rightful dissociation pursuant to section 29-1052,
subsection B, paragraph 2, subdivision (a) constitutes the expression of that partner's
will to wind up the partnership business.

(b) The express will of all of the partners to wind up the partnership business.

(c) After the expiration of the term, at the election of any partner by written
notice to the partnership, or on 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 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 either:

(a) The economic purpose of the partnership is likely to be unreasonably
frustrated.

(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.

(c) It is not otherwise reasonably practicable to carry on the partnership business
in conformity with the partnership agreement.

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 either:

(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.

(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.

7. The expiration of ninety days after a partner's dissociation that results in one
or no remaining partner, unless the dissociation was pursuant to section 29-1051,
paragraph 6 or 7 and before the expiration, all of the transferees, including transferees
of the dissociated partner, and the remaining partner, if any, agree by written consent
to continue the business of the partnership and admit that number of partners sufficient
to cause the partnership to have at least two partners.