§ 34-372 — 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 subdivisions (2) to (10), inclusive, of section 34-355 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: (A) Within ninety days after a partner's dissociation by death or otherwise under subdivisions (6) to (10), inclusive, of section 34-355 or wrongful dissociation under subsection (b) of section 34-356 , the express will of at least half of the remaining partners to wind up the partnership business, for which purpose a partner's rightful dissociation pursuant to subparagraph (A) of subdivision (2) of subsection (b) of section 34-356 constitutes the expression of that partner's will to wind up the partnership business; (B) the express will of all of the partners to wind up the partnership business; or (C) 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 ninety 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: (A) The economic purpose of the partnership is likely to be unreasonably frustrated; (B) 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 (C) 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: (A) 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 (B) 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.

Legislative History

(P.A. 95-341, S. 39, 58; P.A. 00-50, S. 1; P.A. 06-57, S. 2.) History: P.A. 95-341 effective July 1, 1997; P.A. 00-50 amended Subdiv. (2)(A) by replacing “unless before that time a majority in interest of the remaining partners, including partners who have rightfully dissociated pursuant to subparagraph (A) of subdivision (2) of subsection (b) of section 34-356, agree to continue the partnership” with “the express will of at least half of the remaining partners to wind up the partnership business, for which purpose a partner's rightful dissociation pursuant to subparagraph (A) of subdivision (2) of subsection (b) of section 34-356 constitutes the expression of that partner's will to wind up the partnership business”; P.A. 06-57 amended Subdiv. (2)(A) by replacing “The expiration of ninety days” with “Within ninety days”.