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Upon completion of this lesson, the successful participant will be able to: Define dissociation and identify actions that cause wrongful and nonwrongful dissociations, understand the causes of dissolution and the process of winding up, identify issues involved in adding new partners to existing partnerships. | Partnerships 9 McGraw-Hill/Irwin Business Law, 13/e © 2007 The McGraw-Hill Companies, Inc. All rights reserved. Introduction to Forms of Business and Formation of Partnerships Operation of Partnerships Dissolution & Winding Up Limited Liability Companies & Limited Partnerships PARTNERS’ DISSOCIATION AND PARTNERSHIPS’ DISSOLUTION AND WINDING UP P A E T R H C 39 “Change is inevitable, but it is in us to control its content and directions.” Indira Ghandhi , Indian Prime Minister, speech (Jan. 8, 1967) Learning Objectives Dissociation Dissolution and winding up the partnership business When the business is continued Partners joining an existing partnership 39 - Revised Uniform Partnership Act (RUPA) defines dissociation as a change in the relation of partners caused by any partner ceasing to be associated in carrying on the business: Partner’s retirement, death, or expulsion Bankruptcy filing Dissociation starts process of dissolution, winding up (liquidation), and termination . | Partnerships 9 McGraw-Hill/Irwin Business Law, 13/e © 2007 The McGraw-Hill Companies, Inc. All rights reserved. Introduction to Forms of Business and Formation of Partnerships Operation of Partnerships Dissolution & Winding Up Limited Liability Companies & Limited Partnerships PARTNERS’ DISSOCIATION AND PARTNERSHIPS’ DISSOLUTION AND WINDING UP P A E T R H C 39 “Change is inevitable, but it is in us to control its content and directions.” Indira Ghandhi , Indian Prime Minister, speech (Jan. 8, 1967) Learning Objectives Dissociation Dissolution and winding up the partnership business When the business is continued Partners joining an existing partnership 39 - Revised Uniform Partnership Act (RUPA) defines dissociation as a change in the relation of partners caused by any partner ceasing to be associated in carrying on the business: Partner’s retirement, death, or expulsion Bankruptcy filing Dissociation starts process of dissolution, winding up (liquidation), and termination Dissociation 39 - A partner has power – but not necessarily a right – to dissociate from partnership any time (e.g., withdrawing) Nonwrongful dissociation does not violate a partnership agreement and includes death of a partner and partner’s withdrawal in accordance with partnership agreement Wrongful dissociation takes many forms Dissociation 39 - A partnership agreement may provide for a right of dissociation Acts not causing dissociation include: Partner’s transfer of transferable partnership interest Creditor obtaining a charging order Adding a partner Disagreements between partners Withdrawal of partner that breaches express provision of partnership agreement Withdrawal of partner before end of term for partnership or completion of the venture Partner filing a bankruptcy petition or being a debtor in bankruptcy Judicial expulsion of partner by request of partnership or another partner based on expelled partner’s misconduct Wrongful Dissociation 39 - Withdrawal of a partner .
