Maine Revised Statutes Title 31 Sec. 1081 – Events causing dissolution and winding up of partnership business
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A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events: [PL 2005, c. 543, Pt. A, §2 (NEW).]
1. Notice of express will to withdraw. In a partnership at will, the partnership’s having notice from a partner, other than a partner who is dissociated under section 1061, subsections 2 to 10, of that partner’s express will to withdraw as a partner, or on a later date specified by the partner;
[PL 2005, c. 543, Pt. A, §2 (NEW).]
Terms Used In Maine Revised Statutes Title 31 Sec. 1081
- Business: includes every trade, occupation and profession. See Maine Revised Statutes Title 31 Sec. 1001
- 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
- Partnership: means an association of 2 or more persons to carry on as co-owners a business for profit formed under section 1022, predecessor law or comparable law of another jurisdiction. See Maine Revised Statutes Title 31 Sec. 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 agreement: means the agreement, whether written, oral or implied, among the partners concerning the partnership, including amendments to the partnership agreement. See Maine Revised Statutes Title 31 Sec. 1001
- 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 Maine Revised Statutes Title 31 Sec. 1001
- Transfer: includes an assignment, conveyance, lease, mortgage, deed and encumbrance. See Maine Revised Statutes Title 31 Sec. 1001
2. Dissolution before expiration of term. In a partnership for a definite term or particular undertaking:
A. Within 90 days after a partner’s dissociation by death or otherwise under, section 1061, subsections 6 to 10 or wrongful dissociation under section 1062, subsection 2, the express will of at least 1/2 of the remaining partners to wind up the partnership business, for which purpose a partner’s rightful dissociation pursuant to section 1062, subsection 2, paragraph B, subparagraph (1) constitutes the expression of that partner’s will to wind up the partnership business; [PL 2005, c. 543, Pt. A, §2 (NEW).]
B. The express will of all of the partners to wind up the partnership business; or [PL 2005, c. 543, Pt. A, §2 (NEW).]
C. The expiration of the term or the completion of the undertaking; [PL 2005, c. 543, Pt. A, §2 (NEW).]
[PL 2005, c. 543, Pt. A, §2 (NEW).]
3. Event in partnership agreement. An event agreed to in the partnership agreement resulting in the winding up of the partnership business;
[PL 2005, c. 543, Pt. A, §2 (NEW).]
4. Unlawful continuation; cure. 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 90 days after notice to the partnership of the event is effective retroactively to the date of the event for purposes of this section;
[PL 2005, c. 543, Pt. A, §2 (NEW).]
5. Judicial determination; application by partner. On application by a partner, a judicial determination that:
A. The economic purpose of the partnership is likely to be unreasonably frustrated; [PL 2005, c. 543, Pt. A, §2 (NEW).]
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 [PL 2005, c. 543, Pt. A, §2 (NEW).]
C. It is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement; or [PL 2005, c. 543, Pt. A, §2 (NEW).]
[PL 2005, c. 543, Pt. A, §2 (NEW).]
6. Judicial determination; application by transferee. On application by a transferee of a partner’s transferable interest, a judicial determination that it is equitable to wind up the partnership business:
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; or [PL 2005, c. 543, Pt. A, §2 (NEW).]
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. [PL 2005, c. 543, Pt. A, §2 (NEW).]
[PL 2005, c. 543, Pt. A, §2 (NEW).]
SECTION HISTORY
PL 2005, c. 543, §A2 (NEW).