A partnership is dissolved, and its business must 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 323A.0601(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:
(i) within 90 days after a partner's dissociation by death or otherwise under section 323A.0601(6) to (10) or wrongful dissociation under section 323A.0602(b), the express will of at least half of the remaining partners to dissolve the partnership business, for which purpose a partner's rightful dissociation pursuant to section 323A.0602(b)(2)(i) constitutes the expression of that partner's will to dissolve;
(ii) the express will of all of the partners to wind up the partnership business; or
(iii) 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:
(i) the economic purpose of the partnership is likely to be unreasonably frustrated;
(ii) 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
(iii) 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:
(i) 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
(ii) 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.
1997 c 174 art 8 s 38
Structure Minnesota Statutes
Chapters 300 - 323A — Business, Social, And Charitable Organizations
Chapter 323A — Uniform Partnership Act Of 1994
Section 323A.0101 — Definitions.
Section 323A.0102 — Knowledge And Notice.
Section 323A.0103 — Effect Of Partnership Agreement; Nonwaivable Provisions.
Section 323A.0104 — Supplemental Principles Of Law.
Section 323A.0105 — Execution, Filing, And Recording Of Statements.
Section 323A.0106 — Governing Law.
Section 323A.0107 — Partnership Subject To Amendment Or Repeal Of Chapter.
Section 323A.0201 — Partnership As Entity.
Section 323A.0202 — Formation Of Partnership.
Section 323A.0203 — Partnership Property.
Section 323A.0204 — When Property Is Partnership Property.
Section 323A.0301 — Partner Agent Of Partnership.
Section 323A.0302 — Transfer Of Partnership Property.
Section 323A.0303 — Statement Of Partnership Authority.
Section 323A.0304 — Statement Of Denial.
Section 323A.0305 — Partnership Liable For Partner's Actionable Conduct.
Section 323A.0306 — Partner's Liability.
Section 323A.0307 — Actions By And Against Partnership And Partners.
Section 323A.0308 — Liability Of Purported Partner.
Section 323A.0401 — Partner's Rights And Duties.
Section 323A.0402 — Distributions In Kind.
Section 323A.0403 — Partner's Rights And Duties With Respect To Information.
Section 323A.0404 — General Standards Of Partner's Conduct.
Section 323A.0405 — Actions By Partnership And Partners.
Section 323A.0406 — Continuation Of Partnership Beyond Definite Term Or Particular Undertaking.
Section 323A.0501 — Partner Not Co-owner Of Partnership Property.
Section 323A.0502 — Partner's Transferable Interest In Partnership.
Section 323A.0503 — Transfer Of Partner's Transferable Interest.
Section 323A.0504 — Partner's Transferable Interest Subject To Charging Order.
Section 323A.0601 — Events Causing Partner's Dissociation.
Section 323A.0602 — Partner's Power To Dissociate; Wrongful Dissociation.
Section 323A.0603 — Effect Of Partner's Dissociation.
Section 323A.0701 — Purchase Of Dissociated Partner's Interest.
Section 323A.0702 — Dissociated Partner's Power To Bind And Liability To Partnership.
Section 323A.0703 — Dissociated Partner's Liability To Other Persons.
Section 323A.0704 — Statement Of Dissociation.
Section 323A.0705 — Continued Use Of Partnership Name.
Section 323A.0801 — Events Causing Dissolution And Winding Up Of Partnership Business.
Section 323A.0802 — Partnership Continues After Dissolution.
Section 323A.0803 — Right To Wind Up Partnership Business.
Section 323A.0804 — Partner's Power To Bind Partnership After Dissolution.
Section 323A.0805 — Statement Of Dissolution.
Section 323A.0806 — Partner's Liability To Other Partners After Dissolution.
Section 323A.0807 — Settlement Of Accounts And Contributions Among Partners.
Section 323A.0901 — Definitions.
Section 323A.0902 — Conversions.
Section 323A.0903 — Filings Required For Conversion; Effective Date And Time.
Section 323A.0904 — Effect Of Conversion.
Section 323A.0905 — Merger Of Partnerships.
Section 323A.0906 — Effect Of Merger.
Section 323A.0907 — Statement Of Merger.
Section 323A.0910 — Domestication.
Section 323A.0911 — Action On Plan Of Domestication By Domesticating Partnership.
Section 323A.0912 — Filings Required For Domestication; Effective Date.
Section 323A.0913 — Effect Of Domestication.
Section 323A.0914 — Restrictions On Approval Of Mergers, Exchanges, Conversions, And Domestications.
Section 323A.1001 — Statement Of Qualification.
Section 323A.1003 — Annual Renewal.
Section 323A.1004 — Revocation For Failure To Replace A Required Registered Agent.
Section 323A.1101 — Law Governing Foreign Limited Liability Partnership.
Section 323A.1102 — Statement Of Foreign Qualification.
Section 323A.1103 — Effect Of Failure To Qualify.
Section 323A.1104 — Activities Not Constituting Transacting Business.
Section 323A.1105 — Action By Attorney General.
Section 323A.1201 — Short Title.