C.R.S.
Section 7-64-801
Events causing dissolution and winding up of partnership business
(1)
A partnership is dissolved, and its business shall 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 section 7-64-601 (1)(b) to (1)(j), of that partner’s express will to withdraw as a partner; except that, if the partnership has notice that the partner’s will is to withdraw at a later date, then the dissolution shall occur at the later date stated by the partner;(b)
In a partnership for a definite term or particular undertaking:(I)
Within ninety days after a partner’s wrongful dissociation under section 7-64-602 (2) or a partner’s dissociation by death or otherwise under section 7-64-601 (1)(f) to (1)(j), the express will of at least half of the remaining partners to wind up the partnership business, for which purpose a partner’s rightful dissociation, pursuant to section 7-64-602 (2)(b)(I), constitutes the expression of that partner’s will;(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;(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 ninety days after the partnership has notice 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:(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;(III)
It is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement; or(IV)
The partnership is not reasonably likely to pay liabilities against which it indemnifies the dissociated partner;(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:(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.
Source:
Section 7-64-801 — Events causing dissolution and winding up of partnership business, https://leg.colorado.gov/sites/default/files/images/olls/crs2023-title-07.pdf (accessed Oct. 20, 2023).
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