17-21-403 and 17-21-404;

17-21-403 and 17-21-404;

(B) The partner's right on dissociation to have the partner's interest in the partnership purchased pursuant to W.S. 17-21-701 or enforce any other right under article 6 or 7 of this chapter; or

(C) The partner's right to compel a dissolution and winding up of the partnership business under W.S. 17-21-801 or enforce any other right under article 8 of this chapter.

(iii) Enforce the rights and otherwise protect the interests of the partner, including rights and interests arising independently of the partnership relationship.

(c) The accrual of and any time limitation on a right of action for a remedy under this section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law.

17-21-407. Continuation of partnership beyond definite term or particular undertaking.

(a) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, so far as is consistent with a partnership at will.

(b) A continuation of the business by the partners or those of them who habitually acted in the business during the term or undertaking, without any settlement or liquidation of the partnership business, is prima facie evidence of an agreement that the business will not be wound up.

ARTICLE 5 - TRANSFEREES AND CREDITORS OF PARTNER

17-21-501. Partner's interest in partnership property not transferable.

A partner is not a co-owner of partnership property and has no interest that can be transferred, either voluntarily or involuntarily, in partnership property.

17-21-502. Partner's transferable interest in partnership.

(a) The only transferable interest of a partner in the partnership is the partner's interest in distributions. The interest is personal property.

(b) A transferee of a partner's transferable interest in the partnership has the right to cause a winding up of the partnership business as provided in W.S. 17-21-801(a)(vi).

17-21-503. Transfer of partner's transferable interest.

(a) A transfer, in whole or in part, of a partner's transferable interest in the partnership:

(i) Is permissible;

(ii) Does not by itself cause a winding up of the partnership business; and

(iii) Does not, as against the other partners or the partnership, entitle the transferee, during the continuance of the partnership, to participate in the management or conduct of the partnership business, to require access to information concerning or an account of partnership transactions or to inspect or copy the partnership books or records.

(b) A transferee of a partner's transferable interest in the partnership is entitled to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled. Upon transfer, the transferor retains the rights and duties of a partner other than the interest in distributions transferred.

(c) If an event causes a dissolution and winding up of the partnership business under W.S. 17-21-801, a transferee is entitled to receive, in accordance with the transfer, the net amount otherwise distributable to the transferor. In a dissolution and winding up, a transferee may require an accounting only from the date of the last account agreed to by all of the partners.

(d) Until receipt of notice of a transfer, a partnership has no duty to give effect to the transferee's rights under this section.

17-21-504. Partner's transferable interest subject to charging order.

(a) On application by a judgment creditor of a partner or partner's transferee, a court having jurisdiction may charge the transferable interest of the debtor partner or transferee to satisfy the judgment. The court may appoint a receiver of the debtor's share of the distributions due or to become due to the debtor in respect of the partnership and make all other orders, directions, accounts and inquiries the debtor might have made or which the circumstances of the case may require.

(b) A charging order constitutes a lien on the judgment debtor's transferable interest in the partnership. The court may order a foreclosure of the interest subject to the charging order at any time and upon conditions it considers appropriate. The purchaser at the foreclosure sale has the rights of a transferee.

(c) At any time before foreclosure, an interest charged may be redeemed:

(i) By the judgment debtor;

(ii) With property other than partnership property by one (1) or more of the other partners; or

(iii) With partnership property by one (1) or more of the other partners with the consent of all the partners whose interests are not so charged.  (d) This chapter does not deprive a partner of a right under exemption laws with respect to the partner's interest in the partnership.

(e) This section provides the exclusive remedy by which a judgment creditor of a partner or partner's transferee may satisfy a judgment out of the judgment debtor's transferable interest in the partnership.

ARTICLE 6 - PARTNER'S DISSOCIATION

17-21-601. Events causing partner's dissociation.

(a) A partner is dissociated from a partnership upon:

(i) Receipt by the partnership of notice of the partner's express will to withdraw as a partner or upon any later date specified in the notice;

(ii) An event agreed to in the partnership agreement as causing the partner's dissociation;

(iii) The partner's expulsion pursuant to the partnership agreement;

(iv) The partner's expulsion by the unanimous vote of the other partners if:

(A) It is unlawful to carry on the partnership business with that partner;

(B) There has been a transfer of all or substantially all of that partner's transferable interest in the partnership, other than a transfer for security purposes or a court order charging the partner's interest which has not been foreclosed;

(C) Within ninety (90) days after the partnership notifies a corporate partner that it will be expelled because it has filed a certificate of dissolution or the equivalent, its charter has been revoked or its right to conduct business has been suspended by the jurisdiction of its incorporation, there is no revocation of the certificate of dissolution or no reinstatement of its charter or its right to conduct business; or  (D) A partnership that is a partner has been dissolved and its business is being wound up.

(v) On application by the partnership or another partner, the partner's expulsion by judicial decree because:

(A) The partner engaged in wrongful conduct that adversely and materially affected the partnership business;

(B) The partner willfully or persistently committed a material breach of the partnership agreement or of a duty owed to the partnership or the other partners under W.S.