Delaware § 15-801 Events causing dissolution and winding up of partnership business or affairs

Delaware Statutes

§ 15-801 — Events causing dissolution and winding up of partnership business or affairs

Delaware § 15-801

Title6

Ch. 15DELAWARE REVISED UNIFORM PARTNERSHIP ACT

Subch.Winding Up Partnership Business or Affairs

This text of Delaware § 15-801 (Events causing dissolution and winding up of partnership business or affairs) is published on Counsel Stack Legal Research, covering Delaware primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Del. Code tit. 6, § 15-801 (2026).

Text

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 § 15-601(2) through (12) of this title, of that partner’s express will to withdraw as a partner, on a later date specified by the partner in the notice or, if no later date is specified, then upon receipt of notice;

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

(i)Within 90 days after a partner’s dissociation by death or otherwise under § 15-601(6) through (12) of this title or wrongful dissociation under § 15-602(b) of this title, at least half of the remaining partners express the will to wind up the partnership business,

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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 § 15-601(2) through (12) of this title, of that partner’s express will to withdraw as a partner, on a later date specified by the partner in the notice or, if no later date is specified, then upon receipt of notice;

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

(i) Within 90 days after a partner’s dissociation by death or otherwise under § 15-601(6) through (12) of this title or wrongful dissociation under § 15-602(b) of this title, at least half of the remaining partners express the will to wind up the partnership business, for which purpose a partner’s rightful dissociation pursuant to § 15-602(b)(2)(i) of this title constitutes the expression of that partner’s will to wind up the partnership business;

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

(4) An event that makes it unlawful for all or substantially all of the business or affairs of the partnership to be continued, but a cure of such illegality within 90 days after the partnership has notice of the event is effective retroactively to the date of the event for purposes of this section;

(5) On application by or for a partner to the Court of Chancery, the entry of a decree of dissolution of a partnership by the Court of Chancery upon a determination by the Court of Chancery that it is not reasonably practicable to carry on the partnership business, purpose or activity in conformity with the partnership agreement; or

(6) On application by a transferee of a partner’s economic interest to the Court of Chancery, a determination by the Court of Chancery that it is equitable to wind up the partnership business or affairs:

(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.