Title 17 Corporations, Partnerships and Associations

17-21-802. Dissolution deferred ninety days.

(a) Except as provided in subsection (b) of this section, a partnership of more than two (2) persons is not dissolved until ninety (90) days after receipt by the partnership of notice from a partner under W.S. 17-21-801(a)(i) or (ii)(A) and its business may be continued until that date as if no notice were received. Before that date, the partner who gave the notice may waive the right to have the partnership business wound up. If there is no waiver before that date, the partnership is dissolved and its business must be wound up. (b) A partnership may be dissolved at any time during the ninety (90) day period and its business wound up by the express will of at least one-half (1/2) of the other partners. (c) After receipt by the partnership of notice from a partner under W.S. 17-21-801(a)(i) or (ii)(A), the partner who gave the notice: (i) Has no rights in the management and conduct of the partnership business if it is continued under subsection (a) of this section, but may participate in winding up the business under W.S. 17-21-804 if the partnership is dissolved on or before the expiration of the ninety (90) day period pursuant to subsection (a) or (b) of this section; (ii) Is liable for obligations incurred during the period only to the extent a dissociated partner would be liable under W.S. 17-21-702(b) or 17-21-703(b), but is not liable for contributions for and shall be indemnified by the other partners against any partnership liability incurred by another partner to the extent the liability is not appropriate for winding up the partnership business; and (iii) With respect to profits or losses incurred during the period, shall be credited with a share of any profits but shall be charged with a share of any losses only to the extent of profits credited for the period.