§ 45-20-01 — (801) Events causing dissolution and winding up of partnership business

North Dakota § 45-20-01

• Jurisdiction: North Dakota
• Title 45: Partnerships
• Ch. 45-20: Winding Up Partnership Business

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 subsections 2 through 10 of section 45-18-01, 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
subsections 6 through 10 of section 45-18-01 or wrongful dissociation under
subsection 2 of section 45-18-02, 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 under paragraph 1 of subdivision b of subsection 2 of section
45-18-02 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.
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.