Partnership Changes and Termination

Question 1

What is dissolution?

Answer 1

Triggered by the occurrence of an event. Can be brought about by a partner or operation of law.

Partnership at Will: dissolved when any partners choses to disassociate.

Partnership for a Term or UndertakingL dissolved when the erm expires or when undertaking is complete.

Either of the above may also be terminated by

• any dissolving event set forth in agreement
• Any event that makes it unlawful to continue if not cured within 90 days.
• Judicial determination.

Question 2

What is winding up?

Answer 2

Who can wind up?

• Any partner that has not wrongfully dissociated can wind up
• A legal representative of last surviving partner
• any partner, legal representative, or transferee may seek judicial supervision

What powers do they have?

• Dispose and transfer partnership property, and discharge liabilities.
• May also preserve business to maximize value as a going concern.

Statement of dissolution
- A filing that gives notice to third parties that partnership has been dissolved after 90 days.