42:1A-39. Dissolution of partnership; winding up, event causing
39. A partnership is dissolved, and its business shall be wound up, only upon the occurrence of any of the following events:
a.In a partnership at will, the partnership's having notice from a partner, other than a partner who is dissociated under subsections b. through j. of section 31 of this act, of that partner's express will to withdraw as a partner, or on a later date specified by the partner, unless the partnership agreement provides that no dissolution occurs until 90 days after the partnership having received notice of a partner's express will to withdraw as a partner, a majority in interest of the remaining parties, including partners who have rightfully dissociated pursuant to subparagraph (a) of paragraph (2) of subsection b. of section 32 of this act, agree to continue the partnership;
b.In a partnership for a definite term or particular undertaking:
(1) the expiration of 90 days after a partner's dissociation by death or otherwise under subsections f. through j. of section 31 of this act or wrongful dissociation under subsection b. of section 32 of this act, unless before that time a majority in interest of the remaining partners, including partners who have rightfully dissociated pursuant to subparagraph (a) of paragraph (2) of subsection b. of section 32 of this act, agree to continue the partnership;
(2) the express will of all of the partners to wind up the partnership business; or
(3) the expiration of the term or the completion of the undertaking;
c.An event agreed to in the partnership agreement resulting in the winding up of the partnership business;
d.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;
e.On application by a partner, a judicial determination that:
(1) the economic purpose of the partnership is likely to be unreasonably frustrated;
(2) 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
(3) it is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement; or
f.On application by a transferee of a partner's transferable interest, a judicial determination that it is equitable to wind up the partnership business:
(1) 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
(2) 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.
L.2000,c.161,s.39.
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Last modified: October 11, 2016