Corporations, Associations, and Partnerships


SECTION 7-12-43

§ 7-12-43. Dissolution by decree of court.

(a) On application by or for a partner, the court shall decree a dissolution whenever:

(1) A partner has been declared mentally incompetent in any judicial proceeding or is shown to be of unsound mind;

(2) A partner becomes in any other way incapable of performing his or her part of the partnership contract;

(3) A partner has been guilty of any conduct that tends to affect prejudicially the carrying on of the business;

(4) A partner willfully or persistently commits a breach of the partnership agreement, or otherwise so conducts him or herself in matters relating to the partnership business that it is not reasonably practicable to carry on the business in partnership with him or her;

(5) The business of the partnership can only be carried on at a loss;

(6) Other circumstances render a dissolution equitable.

(b) On the application of the purchaser of a partner's interest under §§ 7-12-38 and 7-12-39, the court shall decree a dissolution:

(1) After the termination of the specified term or particular undertaking;

(2) At any time if the partnership was a partnership at will when the interest was assigned or when the charging order was issued.

History of Section.
(R.P.L. 1957, ch. 74, § 32; P.L. 1999, ch. 83, § 4; P.L. 1999, ch. 130, § 4.)