NRS 87.4351
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 partnership’s having notice from a partner, other than a partner who is dissociated under subsections 2 to 10, inclusive, of NRS 87.4343, of that partner’s express will to withdraw as a partner, or on a later date specified by the partner;

2.

In a partnership for a definite term or particular undertaking:

(a)

Within 90 days after a partner’s dissociation by death or otherwise under subsections 6 to 10, inclusive, of NRS 87.4343 or wrongful dissociation under subsection 2 of NRS 87.4344, the express will of at least half of the remaining partners to wind up the partnership business, for which purpose a partner’s rightful dissociation pursuant to subparagraph (1) of paragraph (b) of subsection 2 of NRS 87.4344 constitutes the expression of that partner’s will to wind up the partnership business;

(b)

The express will of all of the partners to wind up the partnership business; or

(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 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 which makes it not reasonably practicable to carry on the business in partnership with that partner; or

(c)

It is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement; or

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.

Source: Section 87.4351 — Events causing dissolution and winding up of partnership business., https://www.­leg.­state.­nv.­us/NRS/NRS-087.­html#NRS087Sec4351.

Last Updated

Jun. 24, 2021

§ 87.4351’s source at nv​.us