§ 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.
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