§ 17-21-801 — Events causing dissolution and winding up of partnership business

Wyoming § 17-21-801

• Jurisdiction: Wyoming
• Title 17: Corporations, Partnerships and Associations
• Ch. 21: UNIFORM PARTNERSHIP ACT
• Art. 8: WINDING UP PARTNERSHIP BUSINESS

Text

(a) A partnership is dissolved and its business shall be
wound up only upon:
(i) Except as provided in W.S. 17-21-802, receipt by
a partnership at will of notice from a partner, other than a
partner who is dissociated under W.S. 17-21-601(a)(ii) through
(x), of that partner's express will to withdraw as a partner or
upon any later date specified in the notice;
(ii) In a partnership for a definite term or
particular undertaking:
(A) Except as provided in W.S. 17-21-802, within
ninety (90) days after a partner's wrongful dissociation under
W.S. 17-21-602 or a partner's dissociation by death or otherwise
under W.S. 17-21-601(a)(vi) through (x), receipt by the
partnership of notice from another partner of that partner's
express will to withdraw as a partner;
(B) The express will of all the partners; or
(C) The expiration of the term or the completion
of the undertaking unless all the partners agree to continue the
business, in which case the partnership agreement is deemed
amended retroactively to provide that the expiration or
completion does not result in the dissolution and winding up of
the partnership business.
(iii) An event agreed to in the partnership agreement
resulting in the winding up of the partnership business, unless
all the partners agree to continue the business, in which case
the partnership agreement is deemed amended retroactively to
provide that the event does not result in the dissolution and
winding up of the partnership business;
(iv) An event that makes it unlawful for all or
substantially all of the business of the partnership to be
continued, but any 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;
(v) On application by a partner, a judicial decree
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 that 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.
(vi) On application by a transferee of a partner's
transferable interest, a judicial decree that it is equitable to
wind up the partnership business:
(A) 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, after the
expiration of the term or completion of the undertaking; or
(B) 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, at any time.