{"data":{"id":"us-de/6-del.-c.-15-801","jurisdiction":"us-de","citation":"6 Del. C. § 15-801","heading":"Events causing dissolution and winding up of partnership business or affairs.","body":"A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events:\n(1) In a partnership at will, the partnership’s having notice from a partner, other than a partner who is dissociated under § 15-601(2) through (12) of this title, 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, then upon receipt of notice;\n(2) In a partnership for a definite term or particular undertaking:\n(i) Within 90 days after a partner’s dissociation by death or otherwise under § 15-601(6) through (12) of this title or wrongful dissociation under § 15-602(b) of this title, at least half of the remaining partners express the will to wind up the partnership business, for which purpose a partner’s rightful dissociation pursuant to § 15-602(b)(2)(i) of this title constitutes the expression of that partner’s will to wind up the partnership business;\n(ii) The express will of all of the partners to wind up the partnership business or affairs; or\n(iii) The expiration of the term or the completion of the undertaking;\n(3) An event agreed to in the partnership agreement resulting in the winding up of the partnership business or affairs;\n(4) An event that makes it unlawful for all or substantially all of the business or affairs of the partnership to be continued, but a cure of such illegality within 90 days after the partnership has notice of the event is effective retroactively to the date of the event for purposes of this section;\n(5) On application by or for a partner to the Court of Chancery, the entry of a decree of dissolution of a partnership by the Court of Chancery upon a determination by the Court of Chancery that it is not reasonably practicable to carry on the partnership business, purpose or activity in conformity with the partnership agreement; or\n(6) On application by a transferee of a partner’s economic interest to the Court of Chancery, a determination by the Court of Chancery that it is equitable to wind up the partnership business or affairs:\n(i) 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\n(ii) 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.","path":["Title 6. Commerce and Trade","SUBTITLE II","Other Laws Relating to Commerce and Trade","CHAPTER 15. Delaware Revised Uniform Partnership Act","Subchapter VIII. Winding Up Partnership Business or Affairs"],"source_url":"https://delcode.delaware.gov/title6/c015/sc08/index.html#15-801","current_through":"2026-08-10 (85 Del. Laws, c. 421, 424)","vintage":"","retrieved_at":"2026-09-05T23:02:07Z","sha256":"466c112407478c25fbc966d3240115a62cdda7e01adc7c688ba6f641b39eb12f","source_id":"us-de","stale":true,"prev":"us-de/6-del.-c.-15-705","next":"us-de/6-del.-c.-15-802"},"notice":"GroundRules: Original legal text. Not legal advice."}