§54-500-601A. Dissociation as limited partner.
574 words·~3 min read·
/ok/title-54-partnership/54-500-601a·A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
DISSOCIATION AS LIMITED PARTNER.
(a)A person does not have a right to dissociate as a limited partner before the cessation of the limited partnership.
(b)A person is dissociated from a limited partnership as a limited partner upon the occurrence of any of the following events:
(1)the limited partnership’s having notice of the person’s express will to withdraw as a limited partner or on a later date specified by the person;
(2)an event agreed to in the partnership agreement as causing the person’s dissociation as a limited partner;
(3)the person’s expulsion as a limited partner pursuant to the partnership agreement;
(4)the person’s expulsion as a limited partner by the unanimous consent of the other partners if:
(A)it is unlawful to carry on the limited partnership’s
activities with the person as a limited partner;
(B)there has been a transfer of all of the person’s
transferable interest in the limited partnership,
other than a transfer for security purposes, or a
court order charging the person’s interest, which has
not been foreclosed;
(C)the person is a corporation and, within ninety
days after the limited partnership notifies the person
that it will be expelled as a limited partner 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equivalent, its charter has been revoked, or its right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)the person is a limited liability company or
partnership that has been dissolved and whose business
is being wound up;
(5)on application by the limited partnership, the person’s expulsion as a limited partner by judicial order because:
(A)the person engaged in wrongful conduct that adversely
and materially affected the limited partnership’s
activities;
(B)the person willfully or persistently committed a
material breach of the partnership agreement or of the
obligation of good faith and fair dealing under
subsection
(b)of Section 33 of this act; or
(C)the person engaged in conduct relating to the limited
partnership’s activities which makes it not reasonably
practicable to carry on the activities with the person
as limited partner;
(6)in the case of a person who is an individual, the person’s death;
(7)in the case of a person that is a trust or is acting as a limited partner by virtue of being a trustee of a trust, distribution of the trust’s entire transferable interest in the limited partnership, but not merely by reason of the substitution of a successor trustee;
(8)in the case of a person that is an estate or is acting as a limited partner by virtue of being a personal representative of an estate, distribution of the estate’s entire transferable interest in the limited partnership, but not merely by reason of the substitution of a successor personal representative;
(9)termination of a limited partner that is not an individual, partnership, limited liability company, corporation, trust, or estate;
(10)the limited partnership’s participation in a conversion or merger under Article 11 of this act, if the limited partnership:
(A)is not the converted or surviving entity; or
(B)is the converted or surviving entity but, as a result
of the conversion or merger, the person ceases to be a
limited partner. Added by Laws 2010, c. 384, § 52, eff. Jan. 1, 2011.