Title 7
Corporations, Associations, and Partnerships

Chapter 12.1
Uniform Partnership Act

Article 8
Dissolution and Winding Up

§ 7-12.1-801. Events causing dissolution.

A partnership is dissolved, and its business must be wound up, upon the occurrence of any of the following:

(1) In a partnership at will, the partnership knows or has notice of a person’s express will to withdraw as a partner, other than a partner that has dissociated under § 7-12.1-601(2) through (10), but, if the person has specified a withdrawal date later than the date the partnership knew or had notice, on the later date;

(2) In a partnership for a definite term or particular undertaking:

(i) Within ninety (90) days after a person’s dissociation by death or otherwise under § 7-12.1-601(6) through (10) or wrongful dissociation under § 7-12.1-602(b), the affirmative vote or consent of at least half of the remaining partners to wind up the partnership business, for which purpose a person’s rightful dissociation pursuant to § 7-12.1-602(b)(2)(i) constitutes that partner’s consent to wind up the partnership business;

(ii) The affirmative vote or consent of all the partners to wind up the partnership business; or

(iii) The expiration of the term or the completion of the undertaking;

(3) An event or circumstance that the partnership agreement states causes dissolution;

(4) On application by a partner, the entry by the superior court of an order dissolving the partnership on the grounds that:

(i) The conduct of all or substantially all the partnership’s business is unlawful;

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

(iii) 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

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

(5) On application by a transferee, the entry by the superior court of an order dissolving the partnership on the ground 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; or

(6) The passage of ninety (90) consecutive days during which the partnership does not have at least two (2) partners.