§ 17-21-802 — Dissolution deferred ninety days

Wyoming § 17-21-802

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

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(a) Except as provided in subsection (b) of this section,
a partnership of more than two (2) persons is not dissolved
until ninety (90) days after receipt by the partnership of
notice from a partner under W.S. 17-21-801(a)(i) or (ii)(A) and
its business may be continued until that date as if no notice
were received. Before that date, the partner who gave the
notice may waive the right to have the partnership business
wound up. If there is no waiver before that date, the
partnership is dissolved and its business must be wound up.
(b) A partnership may be dissolved at any time during the
ninety (90) day period and its business wound up by the express
will of at least one-half (1/2) of the other partners.
(c) After receipt by the partnership of notice from a
partner under W.S. 17-21-801(a)(i) or (ii)(A), the partner who
gave the notice:
(i) Has no rights in the management and conduct of
the partnership business if it is continued under subsection (a)
of this section, but may participate in winding up the business
under W.S. 17-21-804 if the partnership is dissolved on or
before the expiration of the ninety (90) day period pursuant to
subsection (a) or (b) of this section;
(ii) Is liable for obligations incurred during the
period only to the extent a dissociated partner would be liable
under W.S. 17-21-702(b) or 17-21-703(b), but is not liable for
contributions for and shall be indemnified by the other partners
against any partnership liability incurred by another partner to
the extent the liability is not appropriate for winding up the
partnership business; and
(iii) With respect to profits or losses incurred
during the period, shall be credited with a share of any profits
but shall be charged with a share of any losses only to the
extent of profits credited for the period.