2017 Oregon Revised Statutes
Volume : 02 - Business Organizations, Commercial Code
Chapter 067 - Partnerships; Limited Liability Partnerships
Section 67.290 - 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 express will of a majority of the partners, excluding any dissociated partner;
(2) In a partnership for a definite term or particular undertaking:
(a) The express will of all the partners, excluding any dissociated partner, to wind up the partnership business; or
(b) 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:
(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; or
(d) Other circumstances render a dissolution of the partnership and a winding up of its business equitable;
(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; or
(7) There are no longer two or more partners carrying on as co-owners the business of the partnership for profit. [1997 c.775 §34]
