North Dakota Code 45-20-01 – (801) Events causing dissolution and winding up of partnership business
A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events:
Terms Used In North Dakota Code 45-20-01
- 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
- following: when used by way of reference to a chapter or other part of a statute means the next preceding or next following chapter or other part. See North Dakota Code 1-01-49
- 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: includes a limited liability partnership registered under chapter 45-22. See North Dakota Code 1-01-49
1. In a partnership at will, the partnership’s having notice from a partner, other than a partner who is dissociated under subsections 2 through 10 of section 45-18-01, of that partner’s express will to withdraw as a partner, or on a later date specified by the partner.
2. In a partnership for a definite term or particular undertaking:
a. Within ninety days after a partner’s dissociation by death or otherwise under subsections 6 through 10 of section 45-18-01 or wrongful dissociation under subsection 2 of section 45-18-02, 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 under paragraph 1 of subdivision b of subsection 2 of section 45-18-02 constitutes the expression of that partner’s will to wind up the partnership business; b. The express will of all of the partners to wind up the partnership business; or c. 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.
4. 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 notice to the partnership of the event is effective retroactively to the date of the event for purposes of this section.
5. On application by a partner, a judicial determination that:
a. The economic purpose of the partnership is likely to be unreasonably frustrated; b. 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
c. It is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement.
6. On application by a transferee of a partner’s transferable interest, a judicial determination 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.