Delaware Code Title 6 Sec. 15-801 – Events causing dissolution and winding up of partnership business or …
A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events:
(1) In a partnership at will, the partnership’s having notice from a partner, other than a partner who is dissociated under § 15-601(2) through (12) of this title, of that partner’s express will to withdraw as a partner, on a later date specified by the partner in the notice or, if no later date is specified, then upon receipt of notice;
(2) In a partnership for a definite term or particular undertaking:
(i) Within 90 days after a partner’s dissociation by death or otherwise under § 15-601(6) through (12) of this title or wrongful dissociation under § 15-602(b) of this title, at least half of the remaining partners express the will to wind up the partnership business, for which purpose a partner’s rightful dissociation pursuant to § 15-602(b)(2)(i) of this title constitutes the expression of that partner’s will to wind up the partnership business;
(ii) The express will of all of the partners to wind up the partnership business or affairs; or
(iii) 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 or affairs;
(4) An event that makes it unlawful for all or substantially all of the business or affairs of the partnership to be continued, but a cure of such illegality within 90 days after the partnership has notice of the event is effective retroactively to the date of the event for purposes of this section;
(5) On application by or for a partner to the Court of Chancery, the entry of a decree of dissolution of a partnership by the Court of Chancery upon a determination by the Court of Chancery that it is not reasonably practicable to carry on the partnership business, purpose or activity in conformity with the partnership agreement; or
(6) On application by a transferee of a partner’s economic interest to the Court of Chancery, a determination by the Court of Chancery that it is equitable to wind up the partnership business or affairs:
(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.
Terms Used In Delaware Code Title 6 Sec. 15-801
- Business: includes every trade, occupation and profession, the holding or ownership of property and any other activity for profit. See Delaware Code Title 6 Sec. 15-101
- Economic interest: means a partner's share of the profits and losses of a partnership and the partner's right to receive distributions. See Delaware Code Title 6 Sec. 15-101
- Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
- Partner: means a person who is admitted to a partnership as a partner of the partnership. See Delaware Code Title 6 Sec. 15-101
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Partnership: means an association of 2 or more persons formed under § 15-202 of this title, predecessor law or comparable law of another jurisdiction to carry on any business, purpose or activity. See Delaware Code Title 6 Sec. 15-101
- Partnership agreement: means the agreement, whether written, oral or implied, among the partners concerning the partnership, including amendments to the partnership agreement. See Delaware Code Title 6 Sec. 15-101
- Partnership at will: means a partnership that is not a partnership for a definite term or particular undertaking. See Delaware Code Title 6 Sec. 15-101
- Partnership for a definite term or particular undertaking: means a partnership in which the partners have agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking. See Delaware Code Title 6 Sec. 15-101
- Transfer: includes an assignment, conveyance, lease, mortgage, deed, and encumbrance. See Delaware Code Title 6 Sec. 15-101