Partnership continues after dissolution.

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(1) Subject to subsection (2) of this section, a partnership continues after dissolution only for the purpose of winding up its business.

The partnership is terminated when the winding up of its business is completed.

(2) At any time after the dissolution of a partnership and before the winding up of its business is completed, all of the partners, including any dissociating partner other than a wrongfully dissociating partner, may waive the right to have the partnership's business wound up and the partnership terminated. In that event:

  1. The partnership resumes carrying on its business as if dissolution had never occurred,and any debt, obligation, or liability incurred by the partnership or a partner after the dissolution and before the waiver is determined as if dissolution had never occurred; and

  2. The rights of a third party accruing under section 7-64-804 (1) or arising out ofconduct in reliance on the dissolution before the third party has notice of the waiver may not be adversely affected.

Source: L. 97: Entire article added, p. 892, § 1, effective January 1, 1998.


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