WASHINGTON STATUTES AND CODES

25.05.300 - Events causing dissolution and winding up of partnership business.

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 RCW 25.05.225 (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:

     (a) Within ninety days after a partner's dissociation by death or otherwise under RCW 25.05.225 (6) through (10) or wrongful dissociation under RCW 25.05.230(2) if a majority of the remaining partners decide to wind up the partnership business, and for purposes of this subsection a partner's rightful dissociation pursuant to RCW 25.05.230(2)(b)(i) 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; or

     (c) 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 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:

     (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 which makes it not reasonably practicable to carry on the business in partnership with that partner; or

     (c) 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:

     (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; or

     (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.