A limited partnership is dissolved and its activities and affairs shall be wound up upon the occurrence of the first of the following events:
(a) An event or circumstance that the partnership agreement states causes dissolution.
(b) Consent of all partners to dissolve.
(c) When there is no remaining general partner, unless either of the following applies:
(1) All of the limited partners agree in writing, within 90 days after the dissociation of the last general partner, to continue the activities and affairs of the limited partnership and to admit one or more new general partners.
(2) The activities and affairs of the limited partnership are continued and one or more new general partners are admitted in the manner stated in the partnership agreement.
(d) When there is no remaining limited partner, unless either of the following applies:
(1) All of the general partners agree in writing, within 90 days after the dissociation of the last limited partner, to continue the activities and affairs of the limited partnership and to admit one or more new limited partners.
(2) The activities and affairs of the limited partnership are continued and one or more new limited partners are admitted in the manner stated in the partnership agreement.
(e) When there are no remaining partners, unless either of the following applies:
(1) The holders of all of the transferable interests in the limited partnership agree in writing, within 90 days after the dissociation of the last general partner, to continue the activities and affairs of the limited partnership and to admit one or more new general partners and one or more new limited partners.
(2) The activities and affairs of the limited partnership are continued and one or more new general partners and one or more new limited partners are admitted in the manner stated in the partnership agreement.
(f) On application by a partner, the entry of an order dissolving the limited partnership on the grounds that it is not reasonably practicable to carry on the limited partnership's activities and affairs in conformity with the partnership agreement, which order is entered by the designated court, and if none, the circuit court for the county in which the limited partnership's principal office within this state is located, and if the limited partnership does not have a principal office within this state then by the circuit court for the county in which the limited partnership's most recent registered office is located.
Last modified: May 3, 2021