§54-500-603A. Dissociation as general partner.
706 words·~3 min read·
/ok/title-54-partnership/54-500-603a·A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
DISSOCIATION AS GENERAL PARTNER.
A person is dissociated from a limited partnership as a general 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 general 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 general partner;
(3)the person’s expulsion as a general partner pursuant to the partnership agreement;
(4)the person’s expulsion as a general 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 general partner;
there has been a transfer of all or substantially 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 general 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equivalent, its charter has been revoked, or its right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 general partner by judicial determination because:
(A)the person engaged in wrongful conduct that adversely
and materially affected the limited partnership
activities;
(B)the person willfully or persistently committed a
material breach of the partnership agreement or of a
duty owed to the partnership or the other partners
under Section 42 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 of the limited
partnership with the person as a general partner;
(6)the person’s:
(A)becoming a debtor in bankruptcy;
(B)execution of an assignment for the benefit of
creditors;
(C)seeking, consenting to, or acquiescing in the
appointment of a trustee, receiver, or liquidator of
the person or of all or substantially all of the
person’s property; or
(D)failure, within ninety
(90)days after the
appointment, to have vacated or stayed the appointment
of a trustee, receiver, or liquidator of the general
partner or of all or substantially all of the person’s
property obtained without the person’s consent or
acquiescence, or failing within ninety
(90)days after
the expiration of a stay to have the appointment
vacated;
in the case of a person who is an individual:
(A)the person’s death;
(B)the appointment of a guardian or general conservator
for the person; or
(C)a judicial determination that the person has otherwise
become incapable of performing the person’s duties as
a general partner under the partnership agreement;
(8)in the case of a person that is a trust or is acting as a general 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;
(9)in the case of a person that is an estate or is acting as a general 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;
(10)termination of a general partner that is not an individual, partnership, limited liability company, corporation, trust, or estate; or
(11)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
general partner. Added by Laws 2010, c. 384, § 54, eff. Jan. 1, 2011.