Current through the 2024 Fourth Special Session
Section 48-1d-901 - Events causing dissolutionA partnership is dissolved, and the partnership's activities and affairs must be wound up, upon the occurrence of any of the following:
(1) in a partnership at will, the partnership has notice of a person's express will to withdraw as a partner, other than a partner that has dissociated under Subsections 48-1d-701(2) through (10), but, if the person specifies a withdrawal date later than the date the partnership had notice, on the later date;(2) in a partnership for a definite term or particular undertaking: (a) within 90 days after a person's dissociation by death or otherwise under Subsections 48-1d-701(6) through (10) or wrongful dissociation under Subsection 48-1d-702(2), the affirmative vote or consent of at least half of the remaining partners to wind up the partnership's activities and affairs, for which purpose a person's rightful dissociation pursuant to Subsection 48-1d-702(2)(b)(i) constitutes the expression of that partner's consent to wind up the partnership's activities and affairs;(b) the express consent of all the partners to wind up the partnership's activities and affairs; or(c) the expiration of the term or the completion of the undertaking;(3) an event or circumstance that the partnership agreement states causes dissolution;(4) upon a petition brought by a partner, the entry of a court order dissolving the partnership on the ground that: (a) the conduct of all or substantially all the partnership's activities and affairs is unlawful;(b) the economic purpose of the partnership is likely to be unreasonably frustrated;(c) another partner has engaged in conduct relating to the partnership's activities and affairs which makes it not reasonably practicable to carry on the business in partnership with that partner; or(d) it is not otherwise reasonably practicable to carry on the partnership's activities and affairs in conformity with the partnership agreement;(5) upon a petition brought by a transferee, the entry of a court order dissolving the partnership on the ground that it is equitable to wind up the partnership's activities and affairs: (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; or(6) the passage of 90 consecutive days during which the partnership does not have at least two partners.Amended by Chapter 401, 2023 General Session ,§ 58, eff. 7/1/2024.Added by Chapter 412, 2013 General Session ,§ 68, eff. 1/1/2014.