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XVIII. DISSOLUTION, WINDING UP & LIQUIDATION
A. Causes Of Dissolution. The partnership shall be dissolved on the
happening of any of the following events:
1. Withdrawal, retirement, or expulsion of any partner;
2. Death, disablility, or bankruptcy, of any partner;
3. Incapacity of any partner to continue in the practice of law in
Georgia, whether by physical or mental incapacity, suspension,
or disbarment; or
4. Unanimous agreement of the parties.
B. Right To Continue Business After Dissolution. On dissolution of the
partnership, the remaining partners shall have the right to elect to continue
the business of the partnership under the same name, by themselves, or
with any additional persons they may choose. If the partners remaining
desire to continue the business, but not together, the partnership shall be
liquidated pursuant to Subsection (E) of this article.
C. Payment If Partnership Continued After Dissolution. If, on
dissolution, the remaining partners elect to continue the partnership
business under subsection (B) of this article, they shall pay to the retiring,
withdrawing, or expelled partner, or to the estate of the deceased partner,
the value of such partner’s interest, as determined by subsection (D) of this
article, as of the date of dissolution. Such payment shall be made within
_____ months of dissolution.
D. Value Of Partner’s Interest. The value of a partner’s interest in the
partnership shall be computed by (1) adding the totals of the partner’s
(a) capital account, (b) income account, and (c) any other amounts owed
to the partner by the partnership and (2) subtracting from the sum of the
above totals the sum of the total of (a) any drawing account and (b) any
amount owed by him or her to the partnership.
E. Winding Up And Liquidation. On dissolution of the partnership, if the
partnership business is not continued pursuant to subsection (b) of this
article, it shall be wound up and liquidated as quickly as circumstances
will allow. The assets of the partnership shall be applied to partnership
liabilities in the following order:
1. Amounts owing to creditors other than partners;
2. Amounts owing to partners other than for capital
and profits;
3. Amounts owing to partners in respect to capital; and
4. Amounts owing to partners in respect to profits.
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