NRS87.4351. 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.

      (Added to NRS by 2005, 437)