Wisconsin Statutes 178.0801 – Events causing dissolution
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A partnership is dissolved, and its business must be wound up, upon the occurrence of any of the following:
Terms Used In Wisconsin Statutes 178.0801
- 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 any statute section, means the section next following that in which the reference is made. See Wisconsin Statutes 990.01
- 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 all partnerships, associations and bodies politic or corporate. See Wisconsin Statutes 990.01
(1) In a partnership at will, any of the following:
(a) The partnership knows or has notice of a person‘s express will to withdraw as a partner, other than a partner that has dissociated under s. 178.0601 (2) to (10), but, if the person has specified a withdrawal date later than the date the partnership knew or had notice, on the later date.
(b) The affirmative vote or consent of all the partners to wind up the partnership business.
(2) In a partnership for a definite term or particular undertaking, any of the following:
(a) Within 90 days after a person’s dissociation by death or otherwise under s. 178.0601 (6) to (10) or wrongful dissociation under s. 178.0602 (2), the affirmative vote or consent of at least half of the remaining partners to wind up the partnership business, for which purpose a person’s rightful dissociation pursuant to s. 178.0602 (2) (b) 1. constitutes that partner’s consent to wind up the partnership business.
(b) The affirmative vote or consent of all the partners to wind up the partnership business.
(c) 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 by the circuit court of an order dissolving the partnership on any of the following grounds:
(a) That the conduct of all or substantially all the partnership’s business is unlawful.
(b) That the economic purpose of the partnership is likely to be unreasonably frustrated.
(c) That 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.
(d) That it is otherwise not reasonably practicable to carry on the partnership business in conformity with the partnership agreement.
(5) On application by a transferee, the entry by the circuit court of an order dissolving the partnership on the ground that it is equitable to wind up the partnership business under any of the following circumstances:
(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.
(6) The passage of 90 consecutive days during which the partnership does not have at least 2 partners.