Virginia Code

Va. Code Ann. § 50-73.117 (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 shall 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 through 12 of § 50-73.109, of that partner's express will to withdraw as a partner, on a later date specified by the partner in the notice or, if no later date is specified, the date of notice;

2. In a partnership for a definite term or particular undertaking:

a. Within 90 days after a partner's dissociation by death or otherwise under subdivisions 6 through 12 of § 50-73.109 or wrongful dissociation under subsection B of § 50-73.110, the express will of at least one half of the remaining partners to wind up the partnership's business, for which purpose a partner's rightful dissociation pursuant to subdivision B 2 a of § 50-73.110 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 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:

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.

1996, c. 292; 2006, c. 912.

Notes of Decisions
Cited in 11 cases (4 in the last 5 years), 2000–2024 · leading case: Citland, Ltd. v. Commonwealth Ex Rel. Kilgore, 610 S.E.2d 321 (Va. Ct. App. 2005).
Citland, Ltd. v. Commonwealth Ex Rel. Kilgore, 610 S.E.2d 321 (Va. Ct. App. 2005). · cites it 2× “See, e.g., Code §§ 8.2-508(1), 8.2-510(1), 8.”
Russell Realty Assocs. v. Russell, 724 S.E.2d 690 (Va. 2012). · cites it 21× “Code § 50-73.117. In this case, the trial court dissolved RRA based on the first and third statutory bases: the economic purpose test and the business operations test.”
Comtois v. Rogers, 715 S.E.2d 1 (Va. 2011). · cites it 4× “ACCOUNTING AND SETTLEMENT The Plaintiffs argue that the circuit court correctly found that they had met their burden for an order of judicial dissolution of the partnership under Code § 50-73.117 but then erroneously failed to perform an accounting and winding up of the Firm's…”
Danial Selario, etc. v. Cynthia Sullivan (Va. Ct. App. 2024). · cites it 16× “In relevant part, Count I of the amended complaint requested a judicial dissolution and winding up of the Massage Envy partnership under Code § 50-73.117. Count III sought an equitable settling of accounts under Code § 8.”
Danette Mertz v. Cynthia Sullivan (Va. Ct. App. 2024). · cites it 16× “In relevant part, Count I of the amended complaint requested a judicial dissolution and winding up of the Massage Envy partnership under Code § 50-73.117. Count III sought an equitable settling of accounts under Code § 8.”
Cynthia Sullivan v. Danial Selario, as Adm'r of the Est. of Christopher Selario, e (Va. Ct. App. 2024). · cites it 16× “In relevant part, Count I of the amended complaint requested a judicial dissolution and winding up of the Massage Envy partnership under Code § 50-73.117. Count III sought an equitable settling of accounts under Code § 8.”
Harrell v. Crestar Bank, 52 Va. Cir. 227 (Norfolk Cir. Ct. 2000). · cites it 18× “Selph and Executor next contend that dissolution of the Partnership is warranted under Va. Code § 50-73.117. Code § 50-73.117 details the events causing dissolution and winding up of partnership business and provides in relevant part: A partnership is dissolved, and its business…”
Melanie J Zellner (Bankr. M.D. Penn. 2020). · cites it 3× “88(A) and is subject to the Virginia Uniform Partnership Act (“VUPA”); and (2) Fine Line shall be wound up and dissolved pursuant to Va. Code § 50-73.117(5)(b). Additionally, the Virginia Court ordered that: (1) Lutz has the right to wind up Fine Line with all the rights and…”
Ticonderoga Farms, LLC v. Alexander B. Knop (Va. Ct. App. 2024). · cites it 2× “The present case is different because Ticonderoga Farms was an LLC that could conduct its business, notwithstanding the conflict between its members.”
Woodie v. Woodie, 73 Va. Cir. 394 (Roanoke County Cir. Ct. 2007). “103(B) and § 50-73.117(5), Code of Virginia (1950), as amended.”
Sahraeyan v. Shahkarami, 88 Va. Cir. 413 (Fairfax Cir. Ct. 2014). “If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under § 50-73.117, the partnership shall cause the dissociated partner’s interest in the partnership to be purchased for a buyout price determined…”
— Va. Code Ann. § 50-73.117(1) — 3 cases
Danial Selario, etc. v. Cynthia Sullivan (Va. Ct. App. 2024). “In relevant part, Count I of the amended complaint requested a judicial dissolution and winding up of the Massage Envy partnership under Code § 50-73.117. Count III sought an equitable settling of accounts under Code § 8.”
Danette Mertz v. Cynthia Sullivan (Va. Ct. App. 2024). “In relevant part, Count I of the amended complaint requested a judicial dissolution and winding up of the Massage Envy partnership under Code § 50-73.117. Count III sought an equitable settling of accounts under Code § 8.”
Cynthia Sullivan v. Danial Selario, as Adm'r of the Est. of Christopher Selario, e (Va. Ct. App. 2024). “In relevant part, Count I of the amended complaint requested a judicial dissolution and winding up of the Massage Envy partnership under Code § 50-73.117. Count III sought an equitable settling of accounts under Code § 8.”
— Va. Code Ann. § 50-73.117(4) — 1 case
Citland, Ltd. v. Commonwealth Ex Rel. Kilgore, 610 S.E.2d 321 (Va. Ct. App. 2005). “See, e.g., Code §§ 8.2-508(1), 8.2-510(1), 8.”
— Va. Code Ann. § 50-73.117(5) — 6 cases
Russell Realty Assocs. v. Russell, 724 S.E.2d 690 (Va. 2012). “Code § 50-73.117. In this case, the trial court dissolved RRA based on the first and third statutory bases: the economic purpose test and the business operations test.”
Ticonderoga Farms, LLC v. Alexander B. Knop (Va. Ct. App. 2024). “The present case is different because Ticonderoga Farms was an LLC that could conduct its business, notwithstanding the conflict between its members.”
Danial Selario, etc. v. Cynthia Sullivan (Va. Ct. App. 2024). “In relevant part, Count I of the amended complaint requested a judicial dissolution and winding up of the Massage Envy partnership under Code § 50-73.117. Count III sought an equitable settling of accounts under Code § 8.”
Danette Mertz v. Cynthia Sullivan (Va. Ct. App. 2024). “In relevant part, Count I of the amended complaint requested a judicial dissolution and winding up of the Massage Envy partnership under Code § 50-73.117. Count III sought an equitable settling of accounts under Code § 8.”
Cynthia Sullivan v. Danial Selario, as Adm'r of the Est. of Christopher Selario, e (Va. Ct. App. 2024). “In relevant part, Count I of the amended complaint requested a judicial dissolution and winding up of the Massage Envy partnership under Code § 50-73.117. Count III sought an equitable settling of accounts under Code § 8.”
— Va. Code Ann. § 50-73.117(5)(a) — 1 case
Harrell v. Crestar Bank, 52 Va. Cir. 227 (Norfolk Cir. Ct. 2000). “Selph and Executor next contend that dissolution of the Partnership is warranted under Va. Code § 50-73.117. Code § 50-73.117 details the events causing dissolution and winding up of partnership business and provides in relevant part: A partnership is dissolved, and its business…”
— Va. Code Ann. § 50-73.117(5)(b) — 5 cases
Danial Selario, etc. v. Cynthia Sullivan (Va. Ct. App. 2024). “In relevant part, Count I of the amended complaint requested a judicial dissolution and winding up of the Massage Envy partnership under Code § 50-73.117. Count III sought an equitable settling of accounts under Code § 8.”
Danette Mertz v. Cynthia Sullivan (Va. Ct. App. 2024). “In relevant part, Count I of the amended complaint requested a judicial dissolution and winding up of the Massage Envy partnership under Code § 50-73.117. Count III sought an equitable settling of accounts under Code § 8.”
Cynthia Sullivan v. Danial Selario, as Adm'r of the Est. of Christopher Selario, e (Va. Ct. App. 2024). “In relevant part, Count I of the amended complaint requested a judicial dissolution and winding up of the Massage Envy partnership under Code § 50-73.117. Count III sought an equitable settling of accounts under Code § 8.”
Harrell v. Crestar Bank, 52 Va. Cir. 227 (Norfolk Cir. Ct. 2000). “Selph and Executor next contend that dissolution of the Partnership is warranted under Va. Code § 50-73.117. Code § 50-73.117 details the events causing dissolution and winding up of partnership business and provides in relevant part: A partnership is dissolved, and its business…”
Melanie J Zellner (Bankr. M.D. Penn. 2020). “88(A) and is subject to the Virginia Uniform Partnership Act (“VUPA”); and (2) Fine Line shall be wound up and dissolved pursuant to Va. Code § 50-73.117(5)(b). Additionally, the Virginia Court ordered that: (1) Lutz has the right to wind up Fine Line with all the rights and…”
— Va. Code Ann. § 50-73.117(b) — 1 case
Melanie J Zellner (Bankr. M.D. Penn. 2020). “88(A) and is subject to the Virginia Uniform Partnership Act (“VUPA”); and (2) Fine Line shall be wound up and dissolved pursuant to Va. Code § 50-73.117(5)(b). Additionally, the Virginia Court ordered that: (1) Lutz has the right to wind up Fine Line with all the rights and…”
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