A partnership is dissolved, and its business must be wound up, only on the occurrence of any of the following events:
(1) in a partnership at will, when the partnership has notice from a partner, other than a partner who is dissociated under AS 32.06.601 (2) - (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 by other event under AS 32.06.601 (6) - (10) or by wrongful dissociation under AS 32.06.602 (b), at least one-half of the remaining partners state their express will to wind up the partnership business; in this subparagraph, a partner's rightful dissociation under AS 32.06.602(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 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 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; 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.
Section: 32.06.801 32.06.802 32.06.803 32.06.804 32.06.805 32.06.806 32.06.807 NextLast modified: November 15, 2016