Colorado § 7-64-801 - Events causing dissolution and winding up of partnership business.

§ 7-64-801. Events causing dissolution and winding up of partnership business.

(1) A partnership is dissolved, and its business shall be wound up, only upon the occurrence of any of the following events:

(a) In a partnership at will, the partnership's having notice from a partner, other than a partner who is dissociated under section 7-64-601 (1)(b) to (1)(j), of that partner's express will to withdraw as a partner; except that, if the partnership has notice that the partner's will is to withdraw at a later date, then the dissolution shall occur at the later date stated by the partner;

(b) In a partnership for a definite term or particular undertaking:

(I) Within ninety days after a partner's wrongful dissociation under section 7-64-602 (2) or a partner's dissociation by death or otherwise under section 7-64-601 (1)(f) to (1)(j), the express will of at least half of the remaining partners to wind up the partnership business, for which purpose a partner's rightful dissociation, pursuant to section 7-64-602 (2)(b)(I), constitutes the expression of that partner's will;

(II) The express will of all of the partners to wind up the partnership business; or

(III) The expiration of the term or the completion of the undertaking;

(c) An event agreed to in the partnership agreement resulting in the winding up of the partnership business;

(d) 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 ninety days after the partnership has notice of the event is effective retroactively to the date of the event for purposes of this section;

(e) On application by a partner, a judicial determination that:

(I) The economic purpose of the partnership is likely to be unreasonably frustrated;

(II) 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;

(III) It is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement; or

(IV) The partnership is not reasonably likely to pay liabilities against which it indemnifies the dissociated partner;

(f) On application by a transferee of a partner's transferable interest, a judicial determination that it is equitable to wind up the partnership business:

(I) 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

(II) 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.

Source: L. 97: Entire article added, p. 891, § 1, effective January 1, 1998. L. 2003: (1)(a) amended, p. 2254, § 160, effective July 1, 2004.