§ 59-402. Events of withdrawal.

565 words·~3 min read·/nc/chapter-59/59-402

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

Except as approved by the specific written consent of all partners at the time, a person ceases to be a general partner of a limited partnership upon the happening of any of the following events:

(1)The general partner withdraws from the limited partnership as provided in G.S. 59-602;

(2)The general partner ceases to be a member of the limited partnership as provided in G.S. 59-702;

(3)The general partner is removed as a general partner in accordance with the partnership agreement;

(4)Unless otherwise provided in writing in the partnership agreement, the general partner:

(i)makes an assignment for the benefit of creditors;

(ii)files a voluntary petition in bankruptcy;

(iii)is adjudicated a bankrupt or insolvent;

(iv)files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation;

(v)files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the general partner in any proceeding of this nature; or

(vi)seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of the general partner's properties;

(5)Unless otherwise provided in writing in the partnership agreement, 120 days after the commencement of any proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation, the proceeding has not been dismissed, or if within 90 days after the appointment without the general partner's consent or acquiescence of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of his properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated;

(6)In the case of a general partner who is a natural person,

a. The general partner's death; or

b. The entry of an order by a court of competent jurisdiction adjudicating the general partner incompetent to manage his or her person or property;

(7)In the case of a general partner who is acting as a general partner by virtue of being a trustee of a trust, the termination of the trust (but not merely the substitution of a new trustee);

(8)In the case of a general partner that is a separate partnership, the dissolution and commencement of winding up of the separate partnership;

(9)In the case of a general partner that is a corporation, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter;

(10)Unless otherwise provided in the partnership agreement, or with the consent of all partners, in the case of a general partner that is an estate, the distribution by the fiduciary of the estate's entire interest in the partnership;

(11)In the case of a general partner that is a limited liability company, the dissolution and commencement of winding up of the limited liability company; or

(12)In the case of a general partner that is not a natural person, trust, separate partnership, corporation, estate, or limited liability company, the termination of the general partner. (1985 (Reg. Sess., 1986), c. 989, s. 2; 1997-456, s. 27; 1999-362, ss. 21, 22; 2001-387, ss. 128, 129, 130, 131.)