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Illinois Compiled Statutes

805 ILCS 206/801 (2026)

Events causing dissolution and winding up of partnership business

✓ current as of May 2026
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(805 ILCS 206/801)
    Sec. 801. Events causing dissolution and winding up of partnership business. 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 Section 601(2) through (10), 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:
            (i) within 90 days after a partner's dissociation
        
by death or otherwise under Section 601(6) through (10) or wrongful dissociation under Section 602(b), 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 Section 602(b)(2)(i) constitutes the expression of that partner's will to wind up the partnership business;
            (ii) the express will of all of the partners to
        
wind up the partnership business; or
            (iii) 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 90 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:
            (i) the economic purpose of the partnership is
        
likely to be unreasonably frustrated;
            (ii) 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
            (iii) 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:
            (i) 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
            (ii) 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.
(Source: P.A. 92-740, eff. 1-1-03.)

    
Notes of Decisions
Cited in 6 cases, 2013–2020 · leading case: Cross v. O'Heir, 2013 IL App (3d) 120760 (Ill. App. Ct. 2013).
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Cross v. O'Heir, 2013 IL App (3d) 120760 (Ill. App. Ct. 2013). “805 ILCS 206/801(5) (West 2012). ¶ 34 Each partner is entitled to a settlement of all partnership accounts upon the dissolution of a partnership.”
Palmer v. Mellen, 2017 IL App (3d) 160022 (Ill. App. Ct. 2017). · cites it 3× “As such, plaintiffs requested dissolution and a sale of the partnership real estate on the open market under section 801(5) of the Uniform Partnership Act (1997) (Act) (805 ILCS 206/801(5) (West 2014)). Defendants moved to dismiss the complaint pursuant to sections 2-615 and…”
MHR Est. Plan, LLC v. K&G P'ship, 2016 IL App (3d) 150744 (Ill. App. Ct. 2016). “MHR argues that there was no arbitrable dispute because the partnership had terminated pursuant to the Uniform Partnership Act and the terms of the partnership agreement prior to the petition being filed, and all that remained was the winding up of the partnership pursuant to…”
Palmer v. Mellen, 2017 IL App (3d) 160022 (Ill. App. Ct. 2017). · cites it 4× “As such, plaintiffs requested dissolution and a sale of the partnership real estate on the open market under section 801(5) of the Uniform Partnership Act (1997) (Act) (805 ILCS 206/801(5) (West 2014)). Defendants moved to dismiss the complaint pursuant to sections 2-615 and…”
MHR Est. Plan, LLC v. K&G P'ship, 2016 IL App (3d) 150744 (Ill. App. Ct. 2017). “MHR argues that there was no arbitrable dispute because the partnership had terminated pursuant to the Uniform Partnership Act and the terms of the partnership agreement prior to the petition being filed and all that remained was the winding up of the partnership pursuant to…”
Jordan v. Jordan, 2020 IL App (1st) 191598-U (Ill. App. Ct. 2020). “Jordan, 2016 IL App (1st) 151936-U , ¶ 82 (citing 805 ILCS 206/103(b)(7) (West 2014) (partnership agreement may not restrict court’s power to dissolve partnership in accordance with section 801(5) of the Uniform Partnership Act (805 ILCS 206/801(5) (West 2014)))). 1 Under 1 This…”
— 805 ILCS 206/801(5) — 4 cases
Cross v. O'Heir, 2013 IL App (3d) 120760 (Ill. App. Ct. 2013). “805 ILCS 206/801(5) (West 2012). ¶ 34 Each partner is entitled to a settlement of all partnership accounts upon the dissolution of a partnership.”
Palmer v. Mellen, 2017 IL App (3d) 160022 (Ill. App. Ct. 2017). “As such, plaintiffs requested dissolution and a sale of the partnership real estate on the open market under section 801(5) of the Uniform Partnership Act (1997) (Act) (805 ILCS 206/801(5) (West 2014)). Defendants moved to dismiss the complaint pursuant to sections 2-615 and…”
Palmer v. Mellen, 2017 IL App (3d) 160022 (Ill. App. Ct. 2017). “As such, plaintiffs requested dissolution and a sale of the partnership real estate on the open market under section 801(5) of the Uniform Partnership Act (1997) (Act) (805 ILCS 206/801(5) (West 2014)). Defendants moved to dismiss the complaint pursuant to sections 2-615 and…”
Jordan v. Jordan, 2020 IL App (1st) 191598-U (Ill. App. Ct. 2020). “Jordan, 2016 IL App (1st) 151936-U , ¶ 82 (citing 805 ILCS 206/103(b)(7) (West 2014) (partnership agreement may not restrict court’s power to dissolve partnership in accordance with section 801(5) of the Uniform Partnership Act (805 ILCS 206/801(5) (West 2014)))). 1 Under 1 This…”
— 805 ILCS 206/801(5)(i) — 2 cases
Palmer v. Mellen, 2017 IL App (3d) 160022 (Ill. App. Ct. 2017). “As such, plaintiffs requested dissolution and a sale of the partnership real estate on the open market under section 801(5) of the Uniform Partnership Act (1997) (Act) (805 ILCS 206/801(5) (West 2014)). Defendants moved to dismiss the complaint pursuant to sections 2-615 and…”
Palmer v. Mellen, 2017 IL App (3d) 160022 (Ill. App. Ct. 2017). “As such, plaintiffs requested dissolution and a sale of the partnership real estate on the open market under section 801(5) of the Uniform Partnership Act (1997) (Act) (805 ILCS 206/801(5) (West 2014)). Defendants moved to dismiss the complaint pursuant to sections 2-615 and…”
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