A partnership is dissolved, and its business shall 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 that is dissociated under § 29-606.01(2) through (10), 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 90 days after a partner's dissociation by death or otherwise under § 29-606.01(6) through (10) or wrongful dissociation under § 29-606.02(b), 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 pursuant to § 29-606.02(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 90 days after notice to the partnership of the event shall be 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.
CREDIT(S)
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
HISTORICAL AND STATUTORY NOTES
Prior Codifications
1981 Ed., § 41-158.1.
2001 Ed., § 33-108.01.
Legislative History of Laws
For history of Law 18-378, see notes under § 29-101.01.
Uniform Law:
This section is based on § 801 of the Uniform Partnership Act (1997 Act). See Vol. 6, Part I , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.