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The Vermont Statutes Online



Title

11

:
Corporations, Partnerships and Associations






Chapter

022

:
PARTNERSHIPS






Subchapter

008
:
WINDING UP PARTNERSHIP BUSINESS










 

§

3271. Events causing dissolution and winding up of partnership business

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 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. Jan. 1, 1999.)