Section 3271 - Events causing dissolution and winding up of partnership businessA 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 subdivisions 3251(2) through (10) of this title, 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) the expiration of 90 days after a partner's dissociation by death or otherwise under subdivisions 3251(6) through (10) of this title or wrongful dissociation under subsection 3252(b) of this title, unless before that time a majority in interest of the remaining partners, including partners who have rightfully dissociated pursuant to subdivision 3252(b)(2)(A) of this title, agree to continue the partnership;(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 which 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.Added 1997, No. 149 (Adj. Sess.), § 1, eff. 1/1/1999.