                                 CODE OF VIRGINIA

EVENTS CAUSING DISSOLUTION AND WINDING UP OF PARTNERSHIP BUSINESS (§ 50-73.117)

A partnership is dissolved, and its business shall be wound up, only upon the
occurrence of any of the following events:

1. In a partnership at will, the partnership&#8217;s having notice from a
partner, other than a partner who is dissociated under subdivisions 2 through 12
of &#xA7; 50-73.109, of that partner&#8217;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. In a partnership for a definite term or particular undertaking:
			a. Within 90 days after a partner&#8217;s dissociation by death or otherwise
under subdivisions 6 through 12 of &#xA7; 50-73.109 or wrongful dissociation
under subsection B of &#xA7; 50-73.110, the express will of at least one half of
the remaining partners to wind up the partnership&#8217;s business, for which
purpose a partner&#8217;s rightful dissociation pursuant to subdivision B 2 a of
&#xA7; 50-73.110 constitutes the expression of that partner&#8217;s will to wind
up the partnership business;
			b. The express will of all of the partners to wind up the partnership
business; 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 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 which makes it not reasonably practicable to carry on the business in
partnership with that partner; or
			c. It is not otherwise reasonably practicable to carry on the partnership
business in conformity with the partnership agreement; or

6. On application by a transferee of a partner&#8217;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.

HISTORY: 1996, c. 292; 2006, c. 912.