§ 9A-801. Events causing dissolution and winding up of partnership business

   A partnership is dissolved, and its business must 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 § 9A-601(2) through (10) of this title, 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:

      (i) The expiration of 90 days after a partner's dissociation by death or otherwise under § 9A-601(6) through (10) of this title or wrongful dissociation under § 9A-602(b) of this title, unless before that time a majority in interest of the remaining partners, including partners who have rightfully dissociated pursuant to § 9A-602(b)(2)(i) of this title, agree to continue the partnership;

      (ii) The express will of all of the partners to wind up the partnership business; or

      (iii) 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 90 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:

      (i) The economic purpose of the partnership is likely to be unreasonably frustrated;

      (ii) 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

      (iii) 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:

      (i) 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

      (ii) 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.

HISTORY: 1997, ch. 654, § 2; 1998, ch. 743, § 1, 3.