Events causing dissolution and winding up of partnership business
Va. Code Ann. § 50-73.117
in effectA partnership is dissolved, and its business shall 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 subdivisions 2 through 12 of § 50-73.109 , of that partner's express will to withdraw as a partner, on a later date specified by the partner in the notice or, if no later date is specified, the date of notice;
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 subdivisions 6 through 12 of § 50-73.109 or wrongful dissociation under subsection B of § 50-73.110 , the express will of at least one half of the remaining partners to wind up the partnership's business, for which purpose a partner's rightful dissociation pursuant to subdivision B 2 a of § 50-73.110 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.
1996, c. 292 ; 2006, c. 912 .
Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://law.lis.virginia.gov/vacode/50-73.117/Fetched: 10/16/2026