§425-138 Events causing dissolution and winding up of partnership business. 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's having notice from a partner, other than a partner who is dissociated under section 425-130(2) to (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 ninety days after a partner's dissociation by death or otherwise under section 425-130(6) to (10) or wrongful dissociation under section 425-131(b), the express will of at least half of the remaining partners to wind up the partnership business, for which purpose a partner's rightful dissociation pursuant to section 425-131(b)(2) constitutes the expression of that partner'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 ninety 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'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. [L 1999, c 284, pt of §1]
Structure Hawaii Revised Statutes
Title 23. Corporations and Partnerships
425-1 Registration and annual statements.
425-1.5 Filing in office of the director; effective time and date.
425-1.6 Filing requirements; filing duty of the director.
425-1.7 Correcting a filed document.
425-1.8 Execution of statements.
425-2 Forms to be furnished by director.
425-3 Foreign partnerships, powers and liabilities.
425-3.5 Activities not constituting transacting business.
425-4 Partnership between husband and wife; prima facie proof.
425-5 Minors and incompetent persons.
425-7 Partnership name; change of.
425-8 Reservation of partnership name.
425-9 Statement of dissolution.
425-10 Taxes, etc., a prior lien on partnership property on dissolution.
425-12 Fee for filing documents and issuing certificates.
425-13 Personal liability and penalty.
425-14 Cancellation of registration.
425-15 Not applicable to corporations.
425-16 Fees, government realizations.
425-17 Withdrawal procedure for foreign general partnership.
425-19 Designation or change of registered agent.
425-20 Resignation of registered agent.
425-21 Service on partnership. § §425-21 to 52 REPEALED.
425-101 to 143 REPEALED. §425-101 Definitions.
425-103 Effect of partnership agreement; nonwaivable provisions.
425-104 Supplemental principles of law.
425-105 Recording and notification of statements.
425-107 Partnership subject to amendment or repeal of chapter.
425-108 Partnership as entity.
425-109 Formation of partnership.
425-111 When property is partnership property.
425-112 Partner agent of partnership.
425-113 Transfer of partnership property.
425-114 Partnership registration statement.
425-116 Partnership liable for partner's actionable conduct.
425-118 Actions by and against partnership and partners.
425-119 Liability of purported partner.
425-120 Partner's rights and duties.
425-121 Distributions in kind.
425-122 Partner's rights and duties with respect to information.
425-123 General standards of partner's conduct.
425-124 Actions by partnership and partners.
425-125 Continuation of partnership beyond definite term or particular undertaking.
425-126 Partner not co-owner of partnership property.
425-127 Partner's transferable interest in partnership.
425-128 Transfer of partner's transferable interest.
425-129 Partner's transferable interest subject to charging order.
425-130 Events causing partner's dissociation.
425-131 Partner's power to dissociate; wrongful dissociation.
425-132 Effect of partner's dissociation.
425-133 Purchase of dissociated partner's interest.
425-134 Dissociated partner's power to bind and liability to partnership.
425-135 Dissociated partner's liability to other persons.
425-136 Statement of dissociation.
425-137 Continued use of partnership name.
425-138 Events causing dissolution and winding up of partnership business.
425-139 Partnership continues after dissolution.
425-140 Right to wind up partnership business.
425-141 Partner's power to bind partnership after dissolution.
425-142 Statement of dissolution.
425-143 Partner's liability to other partners after dissolution.
425-144 Settlement of accounts and contributions among partners.
425-152 Limited liability partnerships; formation.
425-153 Statement of qualification.
425-155 Status as limited liability partnership; cancellation.
425-156 Foreign limited liability partnerships.
425-157 Law governing foreign limited liability partnership.
425-158 Statement of foreign qualification.
425-160 Status as qualified foreign limited liability partnership; cancellation.
425-161 Foreign limited liability partnerships; effect of failure to qualify.
425-164 Revocation of statement of qualification.
425-167 Correction of filed documents.
425-169 Revocation if instrument dishonored.
425-172 Personal liability and penalty.
425-151 to 180 REPEALED. §425-191 REPEALED.
425-192 Conversion into and from partnerships or limited liability partnerships.
425-193 Articles of conversion.
425-196 Administrative order of abatement for infringement of partnership name.
425-197 Uniformity of application and construction.
425-203 Merger of general partnerships and limited liability partnerships.