Rhode Island General Laws
Article 8 - Dissolution and Winding Up [Effective January 1, 2023.]
Section 7-12.1-801. - Events causing dissolution. [Effective January 1, 2023.]

§ 7-12.1-801. Events causing dissolution. [Effective January 1, 2023.]
A partnership is dissolved, and its business must be wound up, upon the occurrence of any of the following:
(1) In a partnership at will, the partnership knows or has notice of a person’s express will to withdraw as a partner, other than a partner that has dissociated under § 7-12.1-601(2) through (10), but, if the person has specified a withdrawal date later than the date the partnership knew or had notice, on the later date;
(2) In a partnership for a definite term or particular undertaking:
(i) Within ninety (90) days after a person’s dissociation by death or otherwise under § 7-12.1-601(6) through (10) or wrongful dissociation under § 7-12.1-602(b), the affirmative vote or consent of at least half of the remaining partners to wind up the partnership business, for which purpose a person’s rightful dissociation pursuant to § 7-12.1-602(b)(2)(i) constitutes that partner’s consent to wind up the partnership business;
(ii) The affirmative vote or consent of all the partners to wind up the partnership business; or
(iii) The expiration of the term or the completion of the undertaking;
(3) An event or circumstance that the partnership agreement states causes dissolution;
(4) On application by a partner, the entry by the superior court of an order dissolving the partnership on the grounds that:
(i) The conduct of all or substantially all the partnership’s business is unlawful;
(ii) The economic purpose of the partnership is likely to be unreasonably frustrated;
(iii) 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
(iv) It is otherwise not reasonably practicable to carry on the partnership business in conformity with the partnership agreement;
(5) On application by a transferee, the entry by the superior court of an order dissolving the partnership on the ground 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; or
(6) The passage of ninety (90) consecutive days during which the partnership does not have at least two (2) partners.
History of Section.P.L. 2022, ch. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective January 1, 2023.

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