Connecticut General Statutes

Conn. Gen. Stat. § 34-372 (2026)

Events causing dissolution and winding up of partnership business

✓ current as of May 2026

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A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events:

(1) In a partnership at will, the partnership's having notice from a partner, other than a partner who is dissociated under subdivisions (2) to (10), inclusive, of section 34-355 of that partner's express will to withdraw as a partner, or on a later date specified by the partner;

(2) In a partnership for a definite term or particular undertaking: (A) Within ninety days after a partner's dissociation by death or otherwise under subdivisions (6) to (10), inclusive, of section 34-355 or wrongful dissociation under subsection (b) of section 34-356, the express will of at least half of the remaining partners to wind up the partnership business, for which purpose a partner's rightful dissociation pursuant to subparagraph (A) of subdivision (2) of subsection (b) of section 34-356 constitutes the expression of that partner's will to wind up the partnership business; (B) the express will of all of the partners to wind up the partnership business; or (C) the expiration of the term or the completion of the undertaking;

(3) An event agreed to in the partnership agreement resulting in the winding up of the partnership business;

(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 ninety days after notice to the partnership of the event is effective retroactively to the date of the event for purposes of this section;

(5) On application by a partner, a judicial determination that: (A) The economic purpose of the partnership is likely to be unreasonably frustrated; (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 (C) it is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement; or

(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: (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 (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.

(P.A. 95-341, S. 39, 58; P.A. 00-50, S. 1; P.A. 06-57, S. 2.)

History: P.A. 95-341 effective July 1, 1997; P.A. 00-50 amended Subdiv. (2)(A) by replacing “unless before that time a majority in interest of the remaining partners, including partners who have rightfully dissociated pursuant to subparagraph (A) of subdivision (2) of subsection (b) of section 34-356, agree to continue the partnership” with “the express will of at least half of the remaining partners to wind up the partnership business, for which purpose a partner's rightful dissociation pursuant to subparagraph (A) of subdivision (2) of subsection (b) of section 34-356 constitutes the expression of that partner's will to wind up the partnership business”; P.A. 06-57 amended Subdiv. (2)(A) by replacing “The expiration of ninety days” with “Within ninety days”.

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Notes of Decisions

Cited in 5 cases (1 in the last 5 years), 2008–2022 · leading case: Brennan v. Brennan Assocs., 977 A.2d 107 (Conn. 2009).

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Brennan v. Brennan Assocs., 977 A.2d 107 (Conn. 2009). · cites it 6× “Under the partnership act, one of the grounds for dissolution is identically worded to the ground in § 34-355 (5) (C), namely, that “another partner has engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in…”

Schwartz v. Fam. Dental Grp., P.C., 943 A.2d 1122 (Conn. App. Ct. 2008). “under section 34-335, 34-336 or 34-337; (B) the partner’s right on dissociation to have the partner’s interest in the partnership purchased pursuant to section 34-362 or enforce any other right under sections 34-355 to 34-357, inclusive, or sections 34-362 to 34-366, inclusive;…”

Bongiorno v. J & G Realty, LLC (Conn. App. Ct. 2016). · cites it 2× “She also sought to dissolve, wind up, and appoint a receiver for Bongiorno Brothers, a general partnership, in accor- dance with General Statutes §§ 34-372 (5) and 52-509 (a).”

Bongiorno v. J & G Realty, LLC (Conn. App. Ct. 2022). “In its decision, the court stated that ‘‘§ 34-372 (5) and . . . § 33-896 (a) (1) (B) and (D) are not applicable since the LLCs are not governed by the partnership statutes or corporate statutes after July 1, 2017.”

Brennan v. Brennan Assocs. (Conn. 2015). “’’ 5 General Statutes § 34-362 provides in relevant part: ‘‘(a) If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under section 34-372, the partnership shall cause the dissociated partner’s interest in…”

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