§ 61-1-801 — 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 § 61-1-601(2)-(10) , of that partner's express will to withdraw as a partner, or on a later date specified by the partner; provided, that, with respect to a family partnership, the dissociation does not cause the partnership to wind up to the extent provided in § 61-1-603(a) ; (2) In a partnership for a definite term or particular undertaking: (A) Within ninety (90) days after a partner's dissociation by death or otherwise under § 61-1-601(6)-(10) or wrongful dissociation under § 61-1-602(b) , 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 § 61-1-602(b)(2)(A) 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 (90) 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

Amended by 2024 Tenn. Acts, ch. 695,s 11, eff. 7/1/2024. Acts 2001, ch. 353; 2002, ch. 563, § 4.