Section 7-12.1-801 - Events causing dissolutionA partnership is dissolved, and its business must be wound up, upon the occurrence of any of the following:
(1) In a partnership at will, the partnership knows or has notice of a person's express will to withdraw as a partner, other than a partner that has dissociated under § 7-12. 1-601(2) through (10), but, if the person has specified a withdrawal date later than the date the partnership knew or had notice, on the later date;(2) In a partnership for a definite term or particular undertaking: (i) Within ninety (90) days after a person's dissociation by death or otherwise under § 7-12. 1-601(6) through (10) or wrongful dissociation under § 7-12. 1-602(b), the affirmative vote or consent of at least half of the remaining partners to wind up the partnership business, for which purpose a person's rightful dissociation pursuant to § 7-12. 1-602(b)(2)(i) constitutes that partner's consent to wind up the partnership business;(ii) The affirmative vote or consent of all the partners to wind up the partnership business; or(iii) The expiration of the term or the completion of the undertaking;(3) An event or circumstance that the partnership agreement states causes dissolution; (4) On application by a partner, the entry by the superior court of an order dissolving the partnership on the grounds that: (i) The conduct of all or substantially all the partnership's business is unlawful; (ii) The economic purpose of the partnership is likely to be unreasonably frustrated;(iii) 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(iv) It is otherwise not reasonably practicable to carry on the partnership business in conformity with the partnership agreement;(5) On application by a transferee, the entry by the superior court of an order dissolving the partnership on the ground that it is equitable to wind up the partnership business: (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; or(6) The passage of ninety (90) consecutive days during which the partnership does not have at least two (2) partners.R.I. Gen. Laws § 7-12.1-801
P.L. 2022, ch. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective January 1, 2023.