Winding UpPartnership Business

 

§425-138  Events causing dissolution andwinding up of partnership business.  A partnership is dissolved, and itsbusiness shall be wound up, only upon the occurrence of any of the followingevents:

(1)  In a partnership at will, the partnership'shaving notice from a partner, other than a partner who is dissociated undersection 425-130(2) to (10), of that partner's express will to withdraw as apartner, or on a later date specified by the partner;

(2)  In a partnership for a definite term orparticular undertaking:

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

(B)  The express will of all of the partners towind up the partnership business; or

(C)  The expiration of the term or thecompletion of the undertaking;

(3)  An event agreed to in the partnership agreementresulting in the winding up of the partnership business;

(4)  An event that makes it unlawful for all orsubstantially all of the business of the partnership to be continued, but acure of illegality within ninety days after notice to the partnership of theevent is effective retroactively to the date of the event for purposes of this section;

(5)  On application by a partner, a judicialdetermination that:

(A)  The economic purpose of the partnership islikely to be unreasonably frustrated;

(B)  Another partner has engaged in conductrelating to the partnership business which makes it not reasonably practicableto carry on the business in partnership with that partner; or

(C)  It is not otherwise reasonably practicableto carry on the partnership business in conformity with the partnershipagreement; or

(6)  On application by a transferee of a partner'stransferable interest, a judicial determination that it is equitable to wind upthe partnership business:

(A)  After the expiration of the term orcompletion of the undertaking, if the partnership was for a definite term orparticular undertaking at the time of the transfer or entry of the chargingorder that gave rise to the transfer; or

(B)  At any time, if the partnership was apartnership at will at the time of the transfer or entry of the charging orderthat gave rise to the transfer. [L 1999, c 284, pt of §1]