Partnerships

ORS 67.290
Events causing dissolution and winding up of partnership business


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 express will of a majority of the partners, excluding any dissociated partner;

(2)

In a partnership for a definite term or particular undertaking:

(a)

The express will of all the partners, excluding any dissociated partner, to wind up the partnership business; or

(b)

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 90 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:

(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 that 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; or

(d)

Other circumstances render a dissolution of the partnership and a winding up of its business equitable;

(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:

(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

(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; or

(7)

There are no longer two or more partners carrying on as co-owners the business of the partnership for profit. [1997 c.775 §34]

Source

Last accessed
Jun. 26, 2021