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Idaho Statutes
Idaho Statutes are updated to the website July 1 following the legislative session.
CORPORATIONS
CHAPTER 23
GENERAL PARTNERSHIPS
PART 8
DISSOLUTION AND WINDING UP
30-23-801. EVENTS CAUSING DISSOLUTION. A partnership is dissolved, and its business must be wound up, upon the occurrence of any of the following:
(1) In a partnership at will, the partnership knows or has notice of a person’s express will to withdraw as a partner, other than a partner that has dissociated under section 30-23-601(2) through (10), Idaho Code, but, if the person has specified a withdrawal date later than the date the partnership knew or had notice, on the later date;
(2) In a partnership for a definite term or particular undertaking:
(A) Within ninety (90) days after a person’s dissociation by death or otherwise under section 30-23-601(6) through (10), Idaho Code, or wrongful dissociation under section 30-23-602(b), Idaho Code, the affirmative vote or consent of at least half of the remaining partners to wind up the partnership business, for which purpose a person’s rightful dissociation pursuant to section 30-23-602(b)(2)(A), Idaho Code, constitutes the expression of that partner’s expression of consent to wind up the partnership business;
(B) The affirmative vote or consent of all the partners to wind up the partnership business; or
(C) The expiration of the term or the completion of the undertaking;
(3) An event or circumstance that the partnership agreement states causes dissolution;
(4) On application by a partner, the entry by the district court of an order dissolving the partnership on the ground that:
(A) Conduct of all or substantially all the partnership’s business is unlawful;
(B) The economic purpose of the partnership is likely to be unreasonably frustrated;
(C) 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
(D) It is otherwise not reasonably practicable to carry on the partnership business in conformity with the partnership agreement;
(5) On application by a transferee, the entry by the district court of an order dissolving the partnership on the ground 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;
(6) The passage of ninety (90) consecutive days during which the partnership does not have at least two (2) partners.
History: