KRS 362.1-801: Events causing dissolution and winding up of partnership business.

A 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 KRS 362.1-601(2) to (10), 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 ninety (90) days after a partner's dissociation by death or otherwise

under KRS 362.1 -601(6) to (10) or wrongful dissociation under KRS 362.1 -

602(2), 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 KRS 3 62.1-602(2)(b)1. 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 with in 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;

(5) On application by a partner, a judicial determination that:

(a) The economic purpose of the partnership i s 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 reasonab ly 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.