§ 7-64-802 — Partnership continues after dissolution

(1) Subject to
subsection (2) of this section, a partnership continues after dissolution only for the
purpose of winding up its business. The partnership is terminated when the winding
up of its business is completed.

(2) At any time after the dissolution of a partnership and before the winding
up of its business is completed, all of the partners, including any dissociating
partner other than a wrongfully dissociating partner, may waive the right to have
the partnership's business wound up and the partnership terminated. In that event:

(a) The partnership resumes carrying on its business as if dissolution had
never occurred, and any debt, obligation, or liability incurred by the partnership or a
partner after the dissolution and before the waiver is determined as if dissolution
had never occurred; and

(b) The rights of a third party accruing under section 7-64-804 (1) or arising
out of conduct in reliance on the dissolution before the third party has notice of the
waiver may not be adversely affected.

Legislative History

Source: L. 97: Entire article added, p. 892, � 1, effective January 1, 1998.