Dissociation & Dissolution Flashcards
Events Creating Partner Dissociation
1) notice of express will to withdraw
2) occurrence of an agreed upon event
3) expulsion per agreement
4) expulsion per unanimous vote
5) judicial expulsion
6) bankruptcy
7) incapacity/death
8) appointment of personal representative
9) termination of an entity partner
Events Dissolving General Partnership
Unless contrary agreement, dissolution occurs upon:
1) notice of express will
2) event agreed in partner agreement
3) event that makes it unlawful for business to continue
4) judicial dissolution by application of partner
5) judicial dissolution on application of a transferee
Winding Up
The process of settling partnership affairs after dissolution.
Partnership is NOT terminated until winding up is complete.
When Can Partner Dissociate?
At any time by providing notice to other partners.
Wrongful Dissociation
1) breach of an express provision
2) partnership is for a definite term or particular undertaking
partner who wrongfully dissociates cannot participate in winding up
Effects of Partner Dissociation
Dissolution may be rescinded by affirmative vote or consent of remaining partners.
Then dissociating partner is entitled to buyout of their interest.