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Tenn. Code Ann. § 61-1-801

Events causing dissolution and winding up of partnership business

Known as the Uniform Partnership Act

The act spans §§ 61-1-1001 to 61-1-908 (67 sections).

Applied in 1 court decision — leading case Moran v. WILLENSKY (2010)

Most recently applied in Moran v. WILLENSKY (February 2010)

Acts 2001, ch. 353; 2002, ch. 563, § 4.

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 § 61-1-601(2)-(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: Within ninety (90) days after a partner's dissociation by death or otherwise under § 61-1-601(6)-(10) or wrongful dissociation under § 61-1-602(b), at least half of the remaining partners express the will to wind up the partnership business, for which purpose a partner's rightful dissociation pursuant to § 61-1-602(b)(2)(A) constitutes the expression of that partner's will to wind up the partnership business;

(3) The express will of all of the partners to wind up the partnership business; or

(4) The expiration of the term or the completion of the undertaking;

(5) An event agreed to in the partnership agreement resulting in the winding up of the partnership business;

(6) 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 ninety (90) days after notice to the partnership of the event is effective retroactively to the date of the event for purposes of this section;

(7) On application by a partner, a judicial determination that: The economic purpose of the partnership is likely to be unreasonably frustrated;

(8) 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

(9) It is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement; or

(10) On application by a transferee of a partner's transferable interest, a judicial determination that it is equitable to wind up the partnership business: 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

(11) 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.

Current official text: Tennessee Code (LexisNexis). Digitized from the UniCourt Code Improvement Commission public-domain capture. Reproduced from public-domain Tennessee statutes; confirm against the official source for the current text. Not legal advice.