A partnership is dissolved, and its business or not for profit activity must be wound up, upon the occurrence of the first of the following events:

(1) in a partnership at will, the partnership knows or has notice of a person‘s express will to dissociate as a partner, other than a partner that has dissociated under Section 10A-8A-6.01(2) through (10), but, if the person has specified a dissociation date later than the date the partnership knew or had notice, on the later date;

Terms Used In Alabama Code 10A-8A-8.01

  • Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
  • following: means next after. See Alabama Code 1-1-1
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • person: includes a corporation as well as a natural person. See Alabama Code 1-1-1
  • writing: includes typewriting and printing on paper. See Alabama Code 1-1-1
(2) in a partnership for a definite term or particular undertaking:

(i) within 90 days after a partner’s dissociation by death or otherwise under Section 10A-8A-6.01(6) through (10), or a partner’s wrongful dissociation under Section 10A-8A-6.02(b), at least half of the remaining partners affirmatively consent to dissolve the partnership and wind up the partnership business or not for profit activity, for which purpose a partner’s rightful dissociation pursuant to Section 10A-8A-6.02(b)(2)(A) constitutes the expression of that partner’s will to wind up the business or not for profit activity of the partnership;
(ii) the consent of all of the partners to dissolve and wind up the partnership’s business or not for profit activity; or
(iii) the expiration of the term or the completion of the undertaking;
(3) an event or circumstance that the partnership agreement states causes dissolution;
(4) on application by a partner, the entry of an order by a court of competent jurisdiction dissolving the partnership on the grounds that it is not reasonably practicable to carry on the partnership’s business or not for profit activity in conformity with the partnership agreement;
(5) on application by a transferee of a partner’s transferable interest, a judicial determination that it is equitable to wind up the partnership business or not for profit activity:

(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
(ii) at any time, if the partnership was a partnership at will at the time of the transfer;
(6) the passage of 90 consecutive days during which the partnership does not have at least two partners, unless either of the following applies:

(i) The remaining partner agrees in writing within 90 days after the dissociation of the last partner, to continue the business or not for profit activity of the partnership and to admit one or more new partners; or
(ii) The business or not for profit activity of the partnership is continued and one or more new partners are admitted in the manner stated in the partnership agreement; or
(7) the passage of 90 consecutive days during which the partnership does not have any remaining partners, unless either of the following applies:

(i) The holders of all of the transferable interests in the partnership agree in writing, within 90 days after the dissociation of the last partner, to continue the business or not for profit activity of the partnership and to admit two or more new partners; or
(ii) The business or not for profit activity of the partnership is continued and two or more new partners are admitted in the manner stated in the partnership agreement.
  Previous section
Next section  
 Article 8 Contents