Events causing dissolution and winding up of partnership business.
Miss. Code Ann. § 79-13-801
in effectA partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events:
In a partnership at will, the partnership’s having notice from a partner, other than a partner who is dissociated under Section 79-13-601(2) through (10), of that partner’s express will to withdraw as a partner, or on a later date specified by the partner; In a partnership for a definite term or particular undertaking: An event agreed to in the partnership agreement resulting in the winding up of the partnership business; 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 ninety (90) days after notice to the partnership of the event is effective retroactively to the date of the event for purposes of this section; On application by a partner, a judicial determination that: On application by a transferee of a partner’s transferable interest, a judicial determination that it is equitable to wind up the partnership business:
Within ninety (90) days after a partner’s dissociation by death or otherwise under Section 79-13-601(6) through (10) or wrongful dissociation under Section 79-13-602(b), 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 Section 79-13-602(b)(2)(i) constitutes the expression of that partner’s will to wind up the partnership business;
The express will of all of the partners to wind up the partnership business; or
The expiration of the term or the completion of the undertaking;
The economic purpose of the partnership is likely to be unreasonably frustrated;
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
It is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement; or
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
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: Public.Resource.Org MS CodeURL: https://unicourt.github.io/cic-code-ms/transforms/ms/ocms/r78/gov.ms.code.title.79.htmlFetched: 10/18/2026