A. Subject to subsection B of this section, a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed. If the partnership is a limited liability partnership, its status as a limited liability partnership continues until termination.

Terms Used In Arizona Laws 29-1072

  • Business: includes every trade, occupation and profession. See Arizona Laws 29-1001
  • including: means not limited to and is not a term of exclusion. See Arizona Laws 1-215
  • Limited liability partnership: means a partnership or limited partnership that has filed a statement of qualification under section 29-1101. See Arizona Laws 29-1001
  • Partner: means a general partner and, for purposes of article 9 of this chapter, both a general partner and a limited partner. See Arizona Laws 29-1001
  • 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.
  • Partnership: means an association or entity formed under section 29-1012, a predecessor law or a comparable law of another jurisdiction. See Arizona Laws 29-1001

B. At any time after the dissolution of a partnership and before the winding up of its business is completed, all of the partners, including any dissociating partner other than a wrongfully dissociating partner, may waive the right to have the partnership’s business wound up and the partnership terminated. In that event both:

1. The partnership resumes carrying on its business as if dissolution had never occurred, and any liability incurred by the partnership or a partner after the dissolution and before the waiver is determined as if dissolution had never occurred.

2. The rights of a third party accruing under section 29-1074, paragraph 1 or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver are not adversely affected.