2014 Wyoming Statutes
TITLE 17 - CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS
CHAPTER 21 - UNIFORM PARTNERSHIP ACT
ARTICLE 8 - WINDING UP PARTNERSHIP BUSINESS
17-21-801. Events causing dissolution and winding up of partnership business.

17-21-801. Events causing dissolution and winding up of partnership business.

(a) A partnership is dissolved and its business shall be wound up only upon:

(i) Except as provided in W.S. 17-21-802, receipt by a partnership at will of notice from a partner, other than a partner who is dissociated under W.S. 17-21-601(a)(ii) through (x), of that partner's express will to withdraw as a partner or upon any later date specified in the notice;

(ii) In a partnership for a definite term or particular undertaking:

(A) Except as provided in W.S. 17-21-802, within ninety (90) days after a partner's wrongful dissociation under W.S. 17-21-602 or a partner's dissociation by death or otherwise under W.S. 17-21-601(a)(vi) through (x), receipt by the partnership of notice from another partner of that partner's express will to withdraw as a partner;

(B) The express will of all the partners; or

(C) The expiration of the term or the completion of the undertaking unless all the partners agree to continue the business, in which case the partnership agreement is deemed amended retroactively to provide that the expiration or completion does not result in the dissolution and winding up of the partnership business.

(iii) An event agreed to in the partnership agreement resulting in the winding up of the partnership business, unless all the partners agree to continue the business, in which case the partnership agreement is deemed amended retroactively to provide that the event does not result in the dissolution and winding up of the partnership business;

(iv) An event that makes it unlawful for all or substantially all of the business of the partnership to be continued, but any cure of illegality within ninety (90) days after notice to the partnership of the event is effective retroactively to the date of the event for purposes of this section;

(v) On application by a partner, a judicial decree 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; or

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

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

(A) 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, after the expiration of the term or completion of the undertaking; or

(B) 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, at any time.