Section 32.06.801. Events causing dissolution and winding up of partnership business.

A partnership is dissolved, and its business must be wound up, only on the occurrence of any of the following events:
        (1) in a partnership at will, when the partnership has notice from a partner, other than a partner who is dissociated under AS 32.06.601(2) - (10), 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) within 90 days after a partner's dissociation by death or by other event under AS 32.06.601(6) - (10) or by wrongful dissociation under AS 32.06.602(b), at least one-half of the remaining partners state their express will to wind up the partnership business; in this subparagraph, a partner's rightful dissociation under AS 32.06.602(b)(2)(A) 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 that 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.

Authorities

32.06.405;32.06.503;32.06.603;32.06.701;32.06.960

Notes

References

AS 32.06.405 Actions by partnership and partners.
AS 32.06.503 Transfer of partner's transferable interest.
AS 32.06.603 Effect of partner's dissociation.
AS 32.06.701 Purchase of dissociated partner's interest.
AS 32.06.960 Effect of partnership agreement; nonwaivable provisions.

History

(Sec. 6 ch 115 SLA 2000)