2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 6 - General Partnerships › Subchapter VIII - Dissolution and Winding Up › § 29–608.01. Events causing dissolution and winding up of partnership business

§ 29–608.01. Events causing dissolution and winding up of partnership business.
A partnership is dissolved, and its activities and affairs shall 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 that is dissociated under § 29-606.01(2) through (10), 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 90 days after a partner’s dissociation by death or otherwise under § 29-606.01(6) through (10) or wrongful dissociation under § 29-606.02(b), the express will of at least half of the remaining partners to wind up the partnership’s activities and affairs, for which purpose a partner’s rightful dissociation pursuant to § 29-606.02(b)(2)(A) constitutes the expression of that partner’s will to wind up the partnership’s activities and affairs;
(B) The express will of all of the partners to wind up the partnership’s activities and affairs; 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 activities and affairs;
(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 shall be 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 activities and affairs which makes it not reasonably practicable to carry on the activities and affairs in partnership with that partner; or
(C) It is not otherwise reasonably practicable to carry on the partnership activities and affairs 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 activities and affairs:
(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.
(7) The passage of 90 consecutive days during which the partnership does not have at least 2 partners.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(f)(8)(B), 59 DCR 13171.)
Prior Codifications
1981 Ed., § 41-158.1.
2001 Ed., § 33-108.01.
Section References
This section is referenced in § 29-601.04, § 29-604.08, § 29-605.03, § 29-607.01, and § 29-608.12.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “activities and affairs” or variants thereof for “business”; made related stylistic changes; and added (7).
Editor's Notes
Uniform Law: This section is based on § 801 of the Uniform Partnership Act (1997 Act).
Section 2(f)(8)(A) of D.C. Law 19-210 substituted “Dissolution and Winding Up” for “Winding up Partnership Business” in the subchapter heading.
Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.