A limited partnership is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following:

Terms Used In Arizona Laws 29-344

  • Certificate of limited partnership: means the certificate referred to in section 29-308, and the certificate as amended or restated. See Arizona Laws 29-301
  • Event of withdrawal of a general partner: means an event that causes a person to cease to be a general partner as provided in section 29-323. See Arizona Laws 29-301
  • General partner: means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner. See Arizona Laws 29-301
  • 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 agreement: means any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business. See Arizona Laws 29-301
  • Writing: includes printing. See Arizona Laws 1-215

1. At the time, if any, specified in the certificate of limited partnership.

2. Upon the happening of events specified in writing in the partnership agreement.

3. Written consent of all partners.

4. An event of withdrawal of a general partner if there is no remaining general partner unless all the limited partners, or a lesser number or percentage of limited partners specified in the partnership agreement, agree to the continuation of the business of the limited partnership and to the appointment of one or more additional general partners within ninety days after the event of withdrawal, or such greater period as may be specified in the partnership agreement.

5. Entry of a decree of judicial dissolution under section 29-345.