Winding Up
Partnership Business



 



§425-138  Events causing dissolution and
winding up of partnership business.  A partnership is dissolved, and its
business shall be wound up, only upon the occurrence 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
section 425-130(2) to (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:



(A)  Within ninety days after a partner's
dissociation by death or otherwise under section 425-130(6) to (10) or wrongful
dissociation under section 425-131(b), the express will of at least half of the
remaining partners to wind up the partnership business, for which purpose a
partner's rightful dissociation pursuant to section 425-131(b)(2) 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; 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 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:



(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 which makes it not reasonably practicable
to carry on the business in partnership with that partner; or



(C)  It is not otherwise reasonably practicable
to carry on the partnership business in conformity with the partnership
agreement; or



(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:



(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



(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. [L 1999, c 284, pt of §1]