(a)General rule.--A limited partnership is dissolved, and its activities and affairs must be wound up, upon the occurrence of any of the following:
(1)an event or circumstance that the partnership agreement states causes dissolution;
(2)the affirmative vote or consent of:
(i)all general partners; and
(ii)limited partners owning the rights to receive a majority of the distributions as limited partners at the time the vote or consent is to be effective;
(3)after the dissociation of a person as a general partner:
(i)if the partnership has at least one remaining general partner, the affirmative vote or consent to dissolve the partnership within 90 days after the dissociation by partners owning a majority of the rights to receive distributions as partners at the time the vote or co
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(a) General rule.--A limited partnership is dissolved, and its activities and affairs must be wound up, upon the occurrence of any of the following:
(1) an event or circumstance that the partnership agreement states causes dissolution;
(2) the affirmative vote or consent of:
(i) all general partners; and
(ii) limited partners owning the rights to receive a majority of the distributions as limited partners at the time the vote or consent is to be effective;
(3) after the dissociation of a person as a general partner:
(i) if the partnership has at least one remaining general partner, the affirmative vote or consent to dissolve the partnership within 90 days after the dissociation by partners owning a majority of the rights to receive distributions as partners at the time the vote or consent is to be effective; or
(ii) if the partnership does not have a remaining general partner, the passage of 180 days after the dissociation, unless before the end of the period:
(A) consent to continue the activities and affairs of the partnership and admit at least one general partner is given by limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective; and
(B) at least one person is admitted as a general partner in accordance with the consent;
(4) the passage of 180 consecutive days after the dissociation of the partnership's last limited partner, unless before the end of the period the partnership admits at least one limited partner;
(5) the passage of 180 consecutive days during which the partnership has only one partner, unless before the end of the period:
(i) the partnership admits at least one person as a partner;
(ii) if the previously sole remaining partner is only a general partner, the partnership admits a person as a limited partner; and
(iii) if the previously sole remaining partner is only a limited partner, the partnership admits a person as a general partner; or
(6) on application by a partner, the entry by the court of an order dissolving the partnership on the grounds that:
(i) the conduct of all or substantially all the partnership's activities and affairs is unlawful;
(ii) it is not reasonably practicable to carry on the partnership's activities and affairs in conformity with the certificate of limited partnership and partnership agreement; or
(iii) the general partners have acted, are acting or will act in a manner that is illegal or fraudulent.
(b) Multiple deadlines.--If an event occurs that imposes a deadline on a limited partnership under subsection (a) and before the partnership has met the requirements of the deadline, another event occurs that imposes a different deadline on the partnership under subsection (a):
(1) the occurrence of the second event does not affect the deadline caused by the first event; and
(2) the partnership's meeting of the requirements of the first deadline does not extend the second deadline.
(c) Cross references.--See sections 8611(d) (relating to short title and application of chapter) and 8615(c)(15) (relating to contents of partnership agreement).