{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/50-73.117.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/50-73.117.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/50-73.117.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/50-73.117.html"}],"law_id":56128,"edition_id":1,"section_id":56128,"structure_id":14608,"section_number":"50-73.117","catch_line":"Events causing dissolution and winding up of partnership business","history":"1996, c. 292; 2006, c. 912.","full_text":"A partnership is dissolved, and its business shall be wound up, only upon the occurrence of any of the following events:\n\n1\n\nIn a partnership at will, the partnership’s having notice from a partner, other than a partner who is dissociated under subdivisions 2 through 12 of § 50-73.109, of that partner’s express will to withdraw as a partner, on a later date specified by the partner in the notice or, if no later date is specified, the date of notice;2\n\nIn a partnership for a definite term or particular undertaking:\n\t\t\ta. Within 90 days after a partner’s dissociation by death or otherwise under subdivisions 6 through 12 of § 50-73.109 or wrongful dissociation under subsection B of § 50-73.110, the express will of at least one half of the remaining partners to wind up the partnership’s business, for which purpose a partner’s rightful dissociation pursuant to subdivision B 2 a of § 50-73.110 constitutes the expression of that partner’s will to wind up the partnership business;\n\t\t\tb. The express will of all of the partners to wind up the partnership business; or\n\t\t\tc. The expiration of the term or the completion of the undertaking;3\n\nAn event agreed to in the partnership agreement resulting in the winding up of the partnership business;4\n\nAn 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\n\nOn application by a partner, a judicial determination that:\n\t\t\ta. The economic purpose of the partnership is likely to be unreasonably frustrated;\n\t\t\tb. 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\n\t\t\tc. It is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement; or6\n\nOn application by a transferee of a partner’s transferable interest, a judicial determination that it is equitable to wind up the partnership business:\n\t\t\ta. 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\n\t\t\tb. 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.","order_by":null,"text":{"0":{"id":205696,"text":"A partnership is dissolved, and its business shall be wound up, only upon the occurrence of any of the following events:","type":"section","prefixes":[""],"prefix":"","entire_prefix":"","prefix_anchor":"","level":1,"next_prefix":"1"},"1":{"id":205697,"text":"In a partnership at will, the partnership’s having notice from a partner, other than a partner who is dissociated under subdivisions 2 through 12 of § 50-73.109, of that partner’s express will to withdraw as a partner, on a later date specified by the partner in the notice or, if no later date is specified, the date of notice;","type":"section","prefixes":["1"],"prefix":"1","entire_prefix":"1","prefix_anchor":"1","level":1,"prior_prefix":"","next_prefix":"2"},"2":{"id":205698,"text":"In a partnership for a definite term or particular undertaking:\n\t\t\ta. Within 90 days after a partner’s dissociation by death or otherwise under subdivisions 6 through 12 of § 50-73.109 or wrongful dissociation under subsection B of § 50-73.110, the express will of at least one half of the remaining partners to wind up the partnership’s business, for which purpose a partner’s rightful dissociation pursuant to subdivision B 2 a of § 50-73.110 constitutes the expression of that partner’s will to wind up the partnership business;\n\t\t\tb. The express will of all of the partners to wind up the partnership business; or\n\t\t\tc. The expiration of the term or the completion of the undertaking;","type":"section","prefixes":["2"],"prefix":"2","entire_prefix":"2","prefix_anchor":"2","level":1,"prior_prefix":"1","next_prefix":"3"},"3":{"id":205699,"text":"An event agreed to in the partnership agreement resulting in the winding up of the partnership business;","type":"section","prefixes":["3"],"prefix":"3","entire_prefix":"3","prefix_anchor":"3","level":1,"prior_prefix":"2","next_prefix":"4"},"4":{"id":205700,"text":"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;","type":"section","prefixes":["4"],"prefix":"4","entire_prefix":"4","prefix_anchor":"4","level":1,"prior_prefix":"3","next_prefix":"5"},"5":{"id":205701,"text":"On application by a partner, a judicial determination that:\n\t\t\ta. The economic purpose of the partnership is likely to be unreasonably frustrated;\n\t\t\tb. 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\n\t\t\tc. It is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement; or","type":"section","prefixes":["5"],"prefix":"5","entire_prefix":"5","prefix_anchor":"5","level":1,"prior_prefix":"4","next_prefix":"6"},"6":{"id":205702,"text":"On application by a transferee of a partner’s transferable interest, a judicial determination that it is equitable to wind up the partnership business:\n\t\t\ta. 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\n\t\t\tb. 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.","type":"section","prefixes":["6"],"prefix":"6","entire_prefix":"6","prefix_anchor":"6","level":1,"prior_prefix":"5"}},"ancestry":[{"id":14608,"edition_id":1,"name":"Winding up Partnership Business","identifier":"8","label":"article","depth":3,"order_by":1,"parent_id":12958,"metadata":{},"date_created":"2026-06-26 03:48:52","date_modified":"2026-06-26 03:48:52","permalink":{"id":234889,"object_type":"structure","relational_id":14608,"identifier":"8","token":"50\/2.2\/8","url":"\/50\/2.2\/8\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12958,"edition_id":1,"name":"Virginia Uniform Partnership Act","identifier":"2.2","label":"chapter","depth":2,"order_by":1,"parent_id":12957,"metadata":{},"date_created":"2026-06-26 03:44:04","date_modified":"2026-06-26 03:44:04","permalink":{"id":234691,"object_type":"structure","relational_id":12958,"identifier":"2.2","token":"50\/2.2","url":"\/50\/2.2\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12957,"edition_id":1,"name":"Partnerships","identifier":"50","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:44:04","date_modified":"2026-06-26 03:44:04","permalink":{"id":234229,"object_type":"structure","relational_id":12957,"identifier":"50","token":"50","url":"\/50\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":56128,"structure_id":14608,"section_number":"50-73.117","catch_line":"Events causing dissolution and winding up of partnership business","url":"\/50-73.117\/","token":"50\/2.2\/8\/50-73.117","metadata":false},{"id":78826,"structure_id":14608,"section_number":"50-73.118","catch_line":"Partnership continues after dissolution","url":"\/50-73.118\/","token":"50\/2.2\/8\/50-73.118","metadata":false},{"id":69069,"structure_id":14608,"section_number":"50-73.119","catch_line":"Right to wind up partnership business","url":"\/50-73.119\/","token":"50\/2.2\/8\/50-73.119","metadata":false},{"id":76746,"structure_id":14608,"section_number":"50-73.120","catch_line":"Partner's power to bind partnership after dissolution","url":"\/50-73.120\/","token":"50\/2.2\/8\/50-73.120","metadata":false},{"id":61925,"structure_id":14608,"section_number":"50-73.121","catch_line":"Statement of dissolution","url":"\/50-73.121\/","token":"50\/2.2\/8\/50-73.121","metadata":false},{"id":63810,"structure_id":14608,"section_number":"50-73.122","catch_line":"Partner's liability to other partners after dissolution","url":"\/50-73.122\/","token":"50\/2.2\/8\/50-73.122","metadata":false},{"id":78618,"structure_id":14608,"section_number":"50-73.123","catch_line":"Settlement of accounts and contributions among partners","url":"\/50-73.123\/","token":"50\/2.2\/8\/50-73.123","metadata":false}],"next_section":{"id":78826,"structure_id":14608,"section_number":"50-73.118","catch_line":"Partnership continues after dissolution","url":"\/50-73.118\/","token":"50\/2.2\/8\/50-73.118","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/50-73.117\/","history_text":"

This law was first created in 1996. The record of its establishment is cataloged in chapter 292<\/a> of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year. It has been modified 1 time. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. That modification is as follows: in 2006, chapter 912<\/a>.<\/p>","references":[{"id":87191,"section_number":"50-73.103","catch_line":"Actions by partnership and partners","order_by":null,"url":"\/50-73.103\/"},{"id":60126,"section_number":"50-73.107","catch_line":"Transfer of partner's transferable interest","order_by":null,"url":"\/50-73.107\/"},{"id":80105,"section_number":"50-73.112","catch_line":"Purchase of dissociated partner's interest","order_by":null,"url":"\/50-73.112\/"},{"id":85268,"section_number":"50-73.137:2","catch_line":"Known claims against dissolved registered limited liability partnership","order_by":null,"url":"\/50-73.137_2\/"},{"id":68353,"section_number":"50-73.81","catch_line":"Effect of partnership agreement; nonwaivable provisions","order_by":null,"url":"\/50-73.81\/"}],"refers_to":[{"id":87010,"section_number":"50-73.109","catch_line":"Events causing partner's dissociation","order_by":null,"url":"\/50-73.109\/"},{"id":65441,"section_number":"50-73.110","catch_line":"Partner's power to dissociate; wrongful dissociation","order_by":null,"url":"\/50-73.110\/"}],"permalink":{"id":234891,"object_type":"law","relational_id":56128,"identifier":"50-73.117","token":"50\/2.2\/8\/50-73.117","url":"\/50-73.117\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/50-73.117\/","token":"50\/2.2\/8\/50-73.117","dublin_core":{"Title":"Events causing dissolution and winding up of partnership business","Type":"Text","Format":"text\/html","Identifier":"\u00a7 50-73.117","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A partnership<\/span> is dissolved, and its business<\/span> shall be wound up, only upon the occurrence of any of the following events:<\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> In a partnership at will<\/span>, the partnership’s having notice from a partner, other than a partner who is dissociated under subdivisions 2 through 12 of § 50-73.109<\/a>, of that partner’s express will to withdraw as a partner, on a later date specified by the partner in the notice or, if no later date is specified, the date of notice; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> In a partnership for a definite term or particular undertaking:\n\t\t\ta. Within 90 days after a partner’s dissociation by death or otherwise under subdivisions 6 through 12 of § 50-73.109<\/a> or wrongful dissociation under subsection B of § 50-73.110<\/a>, the express will of at least one half of the remaining partners to wind up the partnership’s business<\/span>, for which purpose a partner’s rightful dissociation pursuant to subdivision B 2 a of § 50-73.110<\/a> constitutes the expression of that partner’s will to wind up the partnership business<\/span>;\n\t\t\tb. The express will of all of the partners to wind up the partnership business<\/span>; or\n\t\t\tc. The expiration of the term or the completion of the undertaking; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> An event agreed to in the partnership agreement<\/span> resulting in the winding up of the partnership business<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> An event that makes it unlawful for all or substantially all of the business<\/span> 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; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> On application by a partner, a judicial determination that:\n\t\t\ta. The economic purpose of the partnership is likely to be unreasonably frustrated;\n\t\t\tb. Another partner has engaged in conduct relating to the partnership business<\/span> which makes it not reasonably practicable to carry on the business<\/span> in partnership with that partner; or\n\t\t\tc. It is not otherwise reasonably practicable to carry on the partnership business<\/span> in conformity with the partnership agreement<\/span>; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> On application by a transferee of a partner’s transferable interest, a judicial determination that it is equitable<\/span> to wind up the partnership business<\/span>:\n\t\t\ta. 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<\/span> or entry of the charging order<\/span> that gave rise to the transfer<\/span>; or\n\t\t\tb. At any time, if the partnership was a partnership at will<\/span> at the time of the transfer<\/span> or entry of the charging order<\/span> that gave rise to the transfer<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nEVENTS CAUSING DISSOLUTION AND WINDING UP OF PARTNERSHIP BUSINESS (\u00a7 50-73.117)\n\nA partnership is dissolved, and its business shall be wound up, only upon the\noccurrence of any of the following events:\n\n1. In a partnership at will, the partnership’s having notice from a\npartner, other than a partner who is dissociated under subdivisions 2 through 12\nof § 50-73.109, of that partner’s express will to withdraw as a\npartner, on a later date specified by the partner in the notice or, if no later\ndate is specified, the date of notice;\n\n2. In a partnership for a definite term or particular undertaking:\n\t\t\ta. Within 90 days after a partner’s dissociation by death or otherwise\nunder subdivisions 6 through 12 of § 50-73.109 or wrongful dissociation\nunder subsection B of § 50-73.110, the express will of at least one half of\nthe remaining partners to wind up the partnership’s business, for which\npurpose a partner’s rightful dissociation pursuant to subdivision B 2 a of\n§ 50-73.110 constitutes the expression of that partner’s will to wind\nup the partnership business;\n\t\t\tb. The express will of all of the partners to wind up the partnership\nbusiness; or\n\t\t\tc. The expiration of the term or the completion of the undertaking;\n\n3. An event agreed to in the partnership agreement resulting in the winding up\nof the partnership business;\n\n4. An event that makes it unlawful for all or substantially all of the business\nof the partnership to be continued, but a cure of illegality within 90 days\nafter notice to the partnership of the event is effective retroactively to the\ndate of the event for purposes of this section;\n\n5. On application by a partner, a judicial determination that:\n\t\t\ta. The economic purpose of the partnership is likely to be unreasonably\nfrustrated;\n\t\t\tb. Another partner has engaged in conduct relating to the partnership\nbusiness which makes it not reasonably practicable to carry on the business in\npartnership with that partner; or\n\t\t\tc. It is not otherwise reasonably practicable to carry on the partnership\nbusiness in conformity with the partnership agreement; or\n\n6. On application by a transferee of a partner’s transferable interest, a\njudicial determination that it is equitable to wind up the partnership business:\n\t\t\ta. After the expiration of the term or completion of the undertaking, if the\npartnership was for a definite term or particular undertaking at the time of the\ntransfer or entry of the charging order that gave rise to the transfer; or\n\t\t\tb. At any time, if the partnership was a partnership at will at the time of\nthe transfer or entry of the charging order that gave rise to the transfer.\n\nHISTORY: 1996, c. 292; 2006, c. 912.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}