New Jersey § 42:1a-39

§ 42:1a-39.

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 subsections b. through j. of section 31 of

this act, 1 of that partner's express will to withdraw as a partner, or on a later date specified

by the partner, unless the partnership agreement provides that no dissolution occurs

until 90 days after the partnership having received notice of a partner's express

will to withdraw as a partner, a majority in interest of the remaining parties, including

partners who have rightfully dissociated pursuant to subparagraph (a) of paragraph

(2) of subsection b. of section 32 2 of this act, agree to continue the partnership; b. In a partnership for a definite term or particular undertaking: (1) the expiration of 90 days after a partner's dissociation by death or otherwise

under subsections f. through j. of section 31 of this act or wrongful dissociation

under subsection b. of section 32 of this act, unless before that time a majority

in interest of the remaining partners, including partners who have rightfully dissociated

pursuant to subparagraph (a) of paragraph (2) of subsection b. of section 32 of this

act, agree to continue the partnership; (2) the express will of all of the partners to wind up the partnership business;

or (3) 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 90 days after notice

to the partnership 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: (1) the economic purpose of the partnership is likely to be unreasonably frustrated; (2) 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 (3) it is not otherwise reasonably practicable to carry on the partnership business

in conformity with the partnership agreement; or 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: (1) 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 (2) 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. 1

N.J.S.A. § 42:1A-31. 2

N.J.S.A. § 42:1A-32.