Chapter 39 - Partners’ dissociation and partnerships’ dissolution and winding up. 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. | Copyright © 2013 by The McGraw-Hill Companies, Inc. All rights reserved. McGraw-Hill/Irwin 9 Introduction to Forms of Business and Formation of Partnerships Operation of Partnerships and Related Forms Partners’ Dissociation and Partnerships’ Dissolution and Winding Up Limited Liability Companies, Limited Partnerships, and Limited Liability Limited Partnerships Partnerships P A R T 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 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 Sometimes even the best-laid plans go awry and a business fails Sometimes, it is simply time to make a change by modifying a partnership | Copyright © 2013 by The McGraw-Hill Companies, Inc. All rights reserved. McGraw-Hill/Irwin 9 Introduction to Forms of Business and Formation of Partnerships Operation of Partnerships and Related Forms Partners’ Dissociation and Partnerships’ Dissolution and Winding Up Limited Liability Companies, Limited Partnerships, and Limited Liability Limited Partnerships Partnerships P A R T 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 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 Sometimes even the best-laid plans go awry and a business fails Sometimes, it is simply time to make a change by modifying a partnership business to re-emerge as another partnership form, such as a Limited Liability Company, or a corporation Whether an ending or new beginning, this chapter is about controlling a change Overview The Revised Uniform Partnership Act (RUPA) defines dissociation as a change in the relation of partners caused by any partner ceasing to be associated in the carrying on of the business: A partner’s retirement, death, or expulsion A bankruptcy filing Dissociation Dissociation starts the process of dissolution, winding up (liquidation), and termination of a partnership A partner has the power – but not necessarily the right – to dissociate from the partnership at any time, such as by withdrawing from the partnership A partnership agreement may provide for a right of dissociation Dissociation Nonwrongful dissociation does not violate a partnership agreement and includes events such as death or retirement of a partner, or partner’s withdrawal in accordance with partnership agreement .
