CODE OF VIRGINIA

EVENTS CAUSING DISSOLUTION AND WINDING UP OF PARTNERSHIP BUSINESS (§ 50-73.117)

A partnership is dissolved, and its business shall 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 2 through
   12 of § 50-73.109, 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, the date of notice;

   2.  In a partnership for a definite term or particular undertaking:
               
               
            

      a.  Within 90 days after a partner’s dissociation by death or
      otherwise under subdivisions 6 through 12 of § 50-73.109 or wrongful
      dissociation under subsection B of § 50-73.110, the express will of at
      least one half of the remaining partners to wind up the partnership’s
      business, for which purpose a partner’s rightful dissociation pursuant
      to subdivision B 2 a of § 50-73.110 constitutes the expression of that
      partner’s will to wind up the partnership business;

      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.

HISTORY: 1996, c. 292; 2006, c. 912.