2003 Minnesota Statutes

     323A.8-01 Events causing dissolution and winding up of 
  partnership business. 

    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 section 323A.6-01(2) to (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:  

    (i) within 90 days after a partner's dissociation by death 
 or otherwise under section 323A.6-01(6) to (10) or wrongful 
 dissociation under section 323A.6-02(b), the express will of at 
 least half of the remaining partners to dissolve the partnership 
 business, for which purpose a partner's rightful dissociation 
 pursuant to section 323A.6-02(b)(2)(i) constitutes the 
 expression of that partner's will to dissolve; 

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

    (iii) the expiration of the term or the completion of the 
 undertaking; 

    (3) an event agreed to in the partnership agreement 
 resulting in the winding up of the partnership business; 

    (4) 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 90 days after notice 
 to the partnership of the event is effective retroactively to 
 the date of the event for purposes of this section; 

    (5) on application by a partner, a judicial determination 
 that:  

    (i) the economic purpose of the partnership is likely to be 
 unreasonably frustrated; 

    (ii) 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 

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

    (6) on application by a transferee of a partner's 
 transferable interest, a judicial determination 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. 

    HIST: 1997 c 174 art 8 s 38