TITLE 30

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:

[30-23-801, added 2015, ch. 243, sec. 30, p. 829.]