Chapter 56a: Kansas Uniform Partnership Act

Article 8: Winding Up Partnership Business

Statute 56a-801: 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:

      (a)   In a partnership at will, the partnership's having notice from a partner, other than a partner who is dissociated under subsections (b) through (j) of K.S.A. 56a-601, of that partner's express will to withdraw as a partner, or on a later date specified by the partner;

      (b)   in a partnership for a definite term or particular undertaking:

      (1)   Within 90 days after a partner's dissociation by death or otherwise under subsections (f) through (j) of K.S.A. 56a-601 or wrongful dissociation under subsection (b) of K.S.A. 56a-602, the express will of at least 1/2 of the remaining partners to wind up the partnership business, for which purpose a partner's rightful disassociation pursuant to subsection (b)(2)(i) of K.S.A. 56a-602 and amendments thereto constitutes the expression of that partner's will to wind up the partnership business;

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

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

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

      (d)   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;

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

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

      (2)   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

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

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

      (1)   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

      (2)   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.

      History:   L. 1998, ch. 93, § 38; Jan. 1, 1999.