Oregon Statutes 67.290 – 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 Oregon Statutes 67.290
- Business: includes every trade, occupation, profession and commercial activity. See Oregon Statutes 67.005
- Dissociated partner: means a partner with respect to whom an event specified in ORS § 67. See Oregon Statutes 67.005
- 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
- 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 two or more persons to carry on as co-owners a business for profit created under ORS § 67. See Oregon Statutes 67.005
- Partnership agreement: means the agreement, whether written, oral or implied, among the partners concerning the partnership, including amendments to the partnership agreement. See Oregon Statutes 67.005
- Partnership at will: means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking. See Oregon Statutes 67.005
- Transfer: includes an assignment, conveyance, lease, mortgage, deed, encumbrance, creation of a security interest and any other disposition. See Oregon Statutes 67.005
(1) In a partnership at will, the express will of a majority of the partners, excluding any dissociated partner;
(2) In a partnership for a definite term or particular undertaking:
(a) The express will of all the partners, excluding any dissociated partner, to wind up the partnership business; or
(b) 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 90 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 that makes it not reasonably practicable to carry on the business in partnership with that partner;
(c) It is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement; or
(d) Other circumstances render a dissolution of the partnership and a winding up of its business equitable;
(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; or
(7) There are no longer two or more partners carrying on as co-owners the business of the partnership for profit. [1997 c.775 § 34]