{"data":{"id":"us-vt/11-v.s.a.-3271","jurisdiction":"us-vt","citation":"11 V.S.A. § 3271","heading":"Events causing dissolution and winding up of partnership business","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 subdivisions 3251(2) through (10) of this title, of that partner’s express will to withdraw as a partner, or on a later date specified by the partner;\n(2) in a partnership for a definite term or particular undertaking:\n(A) the expiration of 90 days after a partner’s dissociation by death or otherwise under subdivisions 3251(6) through (10) of this title or wrongful dissociation under subsection 3252(b) of this title, unless before that time a majority in interest of the remaining partners, including partners who have rightfully dissociated pursuant to subdivision 3252(b)(2)(A) of this title, agree to continue the partnership;\n(B) the express will of all of the partners to wind up the partnership business; or\n(C) 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;\n(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;\n(5) on application by a partner, a judicial determination that:\n(A) the economic purpose of the partnership is likely to be unreasonably frustrated;\n(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\n(C) it is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement; or\n(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:\n(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\n(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.","path":["Title 11: Corporations, Partnerships and Associations","Chapter 022: Partnerships","Subchapter 008: WINDING UP PARTNERSHIP BUSINESS"],"source_url":"https://legislature.vermont.gov/statutes/section/11/022/03271","current_through":"2025 session","vintage":"","retrieved_at":"2026-09-05T16:00:21Z","sha256":"75f6b0dbfc46ea6ea6cf96453dfbc90b1852d73533aadfc2ab3686ea30bb6981","source_id":"us-vt","stale":false,"prev":"us-vt/11-v.s.a.-3265","next":"us-vt/11-v.s.a.-3272"},"notice":"GroundRules: Original legal text. Not legal advice."}