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Arizona Revised Statutes Title 29. Partnership § 29-1071. Events causing dissolution and winding up of partnership business

Current as of January 01, 2025 | Updated by Findlaw Staff

A partnership is dissolved, and its business shall be wound up, only on the occurrence of any of the following events:

1. In a partnership at will, the partnership having notice from a partner, other than a partner who is dissociated under § 29-1051, paragraphs 2 through 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 either:

(a) Within ninety days after a partner's dissociation by death or otherwise under § 29-1051, paragraphs 6 through 10 or wrongful dissociation under § 29-1052, subsection B, the express will of at least half of the remaining partners to wind up the partnership business. A partner's rightful dissociation pursuant to § 29-1052, subsection B, paragraph 2, subdivision (a) constitutes the expression of that partner's will to wind up the partnership business.

(b) The express will of all of the partners to wind up the partnership business.

(c) After the expiration of the term, at the election of any partner by written notice to the partnership, or on 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 ninety 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 either:

(a) The economic purpose of the partnership is likely to be unreasonably frustrated.

(b) Another partner has engaged in conduct relating to the partnership business that makes it not reasonably practicable to carry on the business in partnership with that partner.

(c) It is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement.

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 either:

(a) 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.

(b) 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.

7. The expiration of ninety days after a partner's dissociation that results in one or no remaining partner, unless the dissociation was pursuant to § 29-1051, paragraph 6 or 7 and before the expiration, all of the transferees, including transferees of the dissociated partner, and the remaining partner, if any, agree by written consent to continue the business of the partnership and admit that number of partners sufficient to cause the partnership to have at least two partners.

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Cite this article: FindLaw.com - Arizona Revised Statutes Title 29. Partnership § 29-1071. Events causing dissolution and winding up of partnership business - last updated January 01, 2025 | https://codes.findlaw.com/az/title-29-partnership/az-rev-st-sect-29-1071/

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