Partnership Dissolution:

Question 1

At Will

Answer 1

Dissolution automatic upon notice of express will of any 1 GP to dissociate.

Question 2

Not At Will

Answer 2

Dissolution occurs upon happening of event specified in agreement OR majority vote of Ps to dissolve within 90 days of dissociation of a single P.

Question 3

Winding Up and Termination

Answer 3

Termination: actual end.

Winding up: time between initializing of dissolution and termination.

Question 4

Compensation

Answer 4

Ps get compensated during winding up.

GPs retain liability on transactions entered into to wind up old business with creditors.

GPs still retain liability on new transactions until actual notice of dissolution given to creditors or 90 days after filing Statement of Dissolution

Question 5

Priority

Answer 5

First: Creditors – outside non-partner trade creditors AND inside Ps who loaned $ to Partnership.

Second: Capital Contributions by Ps.

Remainder: Profits shared equally absent agreement. Losses shared like profits.