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 partnership’s having notice from a partner, other than a partner who is dissociated under section 486A.601, subsections 2 through 10, of that partner’s express will to withdraw as a partner, or on a later date specified by the partner.

Terms Used In Iowa Code 486A.801

  • Business: includes every trade, occupation, and profession. See Iowa Code 486A.101
  • 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: when used by way of reference to a chapter or other part of a statute mean the next preceding or next following chapter or other part. See Iowa Code 4.1
  • Partnership: means an association of two or more persons to carry on as co-owners a business for profit formed under section 486A. See Iowa Code 486A.101
  • 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 the agreement, whether written, oral, or implied, among the partners concerning the partnership, including amendments to the partnership agreement. See Iowa Code 486A.101
  • Partnership at will: means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking. See Iowa Code 486A.101
  • Transfer: includes an assignment, conveyance, lease, mortgage, deed, and encumbrance. See Iowa Code 486A.101
  • undertaking: means a promise or security in any form. See Iowa Code 4.1
 2. In a partnership for a definite term or particular undertaking if any of the following occur or are present:

 a. The expiration of ninety days after a partner’s dissociation by death or otherwise under section 486A.601, subsections 6 through 10, or wrongful dissociation under section 486A.602, subsection 2, unless before that time a majority in interest of the remaining partners, including partners who have rightfully dissociated pursuant to section 486A.602, subsection 2, paragraph “b”, subparagraph (1), agree to continue the partnership.
 b. The express will of all of the partners to wind up the partnership business.
 c. 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 ninety 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 concludes any of the following:

 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 which 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.
 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 at any of the following times:

 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.
 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.
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