Del. Code tit. 6 § 15-801

Current through 2024 Legislative Session Act Chapter 269
Section 15-801 - Events causing dissolution and winding up of partnership business or affairs

A partnership is dissolved, and its business must 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 who is dissociated under Section 15-601(2) through (12), of that partner's express will to withdraw as a partner, on a later date specified by the partner in the notice or, if no later date is specified, then upon receipt of notice;
(2) In a partnership for a definite term or particular undertaking:
(i) Within 90 days after a partner's dissociation by death or otherwise under Section 15-601(6) through (12) or wrongful dissociation under Section 15-602(b), at least half of the remaining partners express the will to wind up the partnership business, for which purpose a partner's rightful dissociation pursuant to Section 15-602(b)(2)(i) of this title constitutes the expression of that partner's will to wind up the partnership business;
(ii) The express will of all of the partners to wind up the partnership business or affairs; or
(iii) 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 or affairs;
(4) An event that makes it unlawful for all or substantially all of the business or affairs of the partnership to be continued, but a cure of such illegality within 90 days after the partnership has notice of the event is effective retroactively to the date of the event for purposes of this section;
(5) On application by or for a partner to the Court of Chancery, the entry of a decree of dissolution of a partnership by the Court of Chancery upon a determination by the Court of Chancery that it is not reasonably practicable to carry on the partnership business, purpose or activity in conformity with the partnership agreement; or
(6) On application by a transferee of a partner's economic interest to the Court of Chancery, a determination by the Court of Chancery that it is equitable to wind up the partnership business or affairs:
(i) 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
(ii) 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.

6 Del. C. § 15-801

72 Del. Laws, c. 151, § 1; 72 Del. Laws, c. 390, § 22.;