Utah Code 48-1d-901. Events causing dissolution
Current as of: 2024 | Check for updates
|
Other versions
A partnership is dissolved, and the partnership‘s activities and affairs must be wound up, upon the occurrence of any of the following:
(1) in a partnership at will, the partnership has notice of a person‘s express will to withdraw as a partner, other than a partner that has dissociated under Subsections 48-1d-701(2) through (10), but, if the person specifies a withdrawal date later than the date the partnership had notice, on the later date;
Terms Used In Utah Code 48-1d-901
- Business: includes every trade, occupation, and profession. See Utah Code 48-1d-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:(11)(a) has become a partner in a partnership under Section 48-1d-401 or was a partner in a partnership when the partnership became subject to this chapter under Section 48-1d-1405; and(11)(b) has not dissociated as a partner under Section 48-1d-701. See Utah Code 48-1d-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: means an association of two or more persons to carry on as co-owners a business for profit formed under this chapter or that becomes subject to this chapter under Part 10, Merger, Interest Exchange, Conversion, and Domestication, or Section 48-1d-1405. See Utah Code 48-1d-102
- 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 Subsection 48-1d-106(1). See Utah Code 48-1d-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 Utah Code 48-1d-102
- Person: means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, 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 Utah Code 48-1d-102
- Transfer: includes :
(24)(a) an assignment;(24)(b) a conveyance;(24)(c) a sale;(24)(d) a lease;(24)(e) an encumbrance, including a mortgage or security interest;(24)(f) a gift; and(24)(g) a transfer by operation of law. See Utah Code 48-1d-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 Utah Code 48-1d-102
(2) in a partnership for a definite term or particular undertaking:(2)(a) within 90 days after a person’s dissociation by death or otherwise under Subsections 48-1d-701(6) through (10) or wrongful dissociation under Subsection 48-1d-702(2), the affirmative vote or consent of at least half of the remaining partners to wind up the partnership’s activities and affairs, for which purpose a person’s rightful dissociation pursuant to Subsection 48-1d-702(2)(b)(i) constitutes the expression of that partner’s consent to wind up the partnership’s activities and affairs;(2)(b) the express consent of all the partners to wind up the partnership’s activities and affairs; or(2)(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) upon a petition brought by a partner, the entry of a court order dissolving the partnership on the ground that:(4)(a) the conduct of all or substantially all the partnership’s activities and affairs is unlawful;(4)(b) the economic purpose of the partnership is likely to be unreasonably frustrated;(4)(c) another partner has engaged in conduct relating to the partnership’s activities and affairs which makes it not reasonably practicable to carry on the business in partnership with that partner; or(4)(d) it is not otherwise reasonably practicable to carry on the partnership’s activities and affairs in conformity with the partnership agreement;(5) upon a petition brought by a transferee, the entry of a court order dissolving the partnership on the ground that it is equitable to wind up the partnership’s activities and affairs:(5)(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(5)(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(6) the passage of 90 consecutive days during which the partnership does not have at least two partners.