Rhode Island General Laws 7-12.1-801. 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 § 7-12.1-601(2) through (10), 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:
(i) Within ninety (90) days after a person’s dissociation by death or otherwise under § 7-12.1-601(6) through (10) or wrongful dissociation under § 7-12.1-602(b), 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 § 7-12.1-602(b)(2)(i) constitutes that partner’s consent to wind up the partnership business;
(ii) The affirmative vote or consent of all the partners to wind up the partnership business; or
(iii) 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 superior court of an order dissolving the partnership on the grounds that:
(i) The conduct of all or substantially all the partnership’s business is unlawful;
(ii) The economic purpose of the partnership is likely to be unreasonably frustrated;
(iii) 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
(iv) 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 superior court of an order dissolving the partnership on the ground that it is equitable to wind up the partnership business:
(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; or
(6) The passage of ninety (90) consecutive days during which the partnership does not have at least two (2) partners.
History of Section.
P.L. 2022, ch. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective January 1, 2023.
Terms Used In Rhode Island General Laws 7-12.1-801
- Business: includes every trade, occupation, and profession. See Rhode Island General Laws 7-12.1-102
- 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 that:
(i) Has become a partner in a partnership under Rhode Island General Laws 7-12.1-102
- 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 agreement: means the agreement, whether or not referred to as a partnership agreement and whether oral, implied, in a record, or in any combination thereof, of all the partners of a partnership concerning the matters described in Rhode Island General Laws 7-12.1-102
- 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 Rhode Island General Laws 7-12.1-102
- Person: means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, general cooperative association, limited cooperative association, unincorporated nonprofit association, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. See Rhode Island General Laws 7-12.1-102
- Transfer: includes :
(i) An assignment;
(ii) A conveyance;
(iii) A sale;
(iv) A lease;
(v) An encumbrance, including a mortgage or security interest;
(vi) A gift; and
(vii) A transfer by operation of law. See Rhode Island General Laws 7-12.1-102
- Transferee: means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a partner. See Rhode Island General Laws 7-12.1-102