{"data":{"id":"us-ri/r.i.-gen.-laws-7-12.1-801","jurisdiction":"us-ri","citation":"R.I. Gen. Laws § 7-12.1-801","heading":"Events causing dissolution.","body":"A partnership is dissolved, and its business must be wound up, upon the occurrence of any of the following:\n(1) In a partnership at will, the partnership knows or has notice of a person’s express will to withdraw as a partner, other than a partner that has dissociated under § 7-12.1-601(2) through (10), but, if the person has specified a withdrawal date later than the date the partnership knew or had notice, on the later date;\n(2) In a partnership for a definite term or particular undertaking:\n(i) Within ninety (90) days after a person’s dissociation by death or otherwise under § 7-12.1-601(6) through (10) or wrongful dissociation under § 7-12.1-602(b), the affirmative vote or consent of at least half of the remaining partners to wind up the partnership business, for which purpose a person’s rightful dissociation pursuant to § 7-12.1-602(b)(2)(i) constitutes that partner’s consent to wind up the partnership business;\n(ii) The affirmative vote or consent of all the partners to wind up the partnership business; or\n(iii) The expiration of the term or the completion of the undertaking;\n(3) An event or circumstance that the partnership agreement states causes dissolution;\n(4) On application by a partner, the entry by the superior court of an order dissolving the partnership on the grounds that:\n(i) The conduct of all or substantially all the partnership’s business is unlawful;\n(ii) The economic purpose of the partnership is likely to be unreasonably frustrated;\n(iii) 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\n(iv) It is otherwise not reasonably practicable to carry on the partnership business in conformity with the partnership agreement;\n(5) On application by a transferee, the entry by the superior court of an order dissolving the partnership on the ground that it is equitable to wind up the partnership business:\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; or\n(6) The passage of ninety (90) consecutive days during which the partnership does not have at least two (2) partners.","path":["Title 7 Corporations, Associations, and Partnerships","Chapter 12.1 Uniform Partnership Act","Article 8 Dissolution and Winding Up"],"source_url":"https://webserver.rilegislature.gov/Statutes/TITLE7/7-12.1/7-8/7-12.1-801.htm","current_through":"site files published 2025-08-13","vintage":"","retrieved_at":"2026-09-05T19:35:29Z","sha256":"0e444ab76c8b19771258f988bc155e2419e71bb3995bf0240b5881100c6f58fd","source_id":"us-ri","stale":true,"prev":"us-ri/r.i.-gen.-laws-7-12.1-705","next":"us-ri/r.i.-gen.-laws-7-12.1-802"},"notice":"GroundRules: Original legal text. Not legal advice."}