16-19-603. Dissociation as general partner.

750 words·~3 min read·/ut/title-16/chapter-19/16-19-603

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

Effective 10/1/2026

A person is dissociated as a general partner when:

(1)the limited partnership has notice of the person's express will to withdraw as a general partner, but, if the person specifies a withdrawal date later than the date the limited partnership had notice, on that later date;

(2)an event stated in the partnership agreement as causing the person's dissociation as a general partner occurs;

(3)the person is expelled as a general partner pursuant to the partnership agreement;

(4)the person is expelled as a general partner by the unanimous vote or consent of the other partners if:

(a)it is unlawful to carry on the limited partnership's activities and affairs with the person as a general partner;

(b)there has been a transfer of all of the person's transferable interest in the limited partnership, other than:

(i)a transfer for security purposes; or

(ii)a charging order in effect under Section 16-19-703 which has not been foreclosed;

(c)the person is a corporation, and:

(i)the limited partnership notifies the person that the person will be expelled as a general partner because the person has filed a statement of dissolution or the equivalent, the person's charter has been revoked, or the person's right to conduct business has been suspended by the jurisdiction of the person's incorporation; and

(ii)not later than 90 days after the notification of the statement of dissolution or the equivalent has not been revoked or the person's charter or right to conduct business has not been reinstated; or

(d)the person is an unincorporated entity that has been dissolved and whose business is being wound up;

(5)on application by the limited partnership or a partner in a direct action under Section 16-19-901 , the person is expelled as a general partner by judicial order because the person:

(a)has engaged or is engaging in wrongful conduct that has affected adversely and materially, or will affect adversely and materially, the limited partnership's activities and affairs;

(b)has committed willfully or persistently, or is committing willfully or persistently, a material breach of the partnership agreement or a duty or obligation under Section 16-19-409 ; or

(c)has engaged or is engaging in conduct relating to the limited partnership's activities and affairs which makes it not reasonably practicable to carry on the activities or affairs of the limited partnership with the person as a general partner;

(6)in the case of a person who is an individual:

(a)the individual dies;

(b)a guardian or general conservator for the individual is appointed; or

(c)a court orders that the individual has otherwise become incapable of performing the individual's duties as a general partner under this chapter or the partnership agreement;

(7)the person:

(a)becomes a debtor in bankruptcy;

(b)executes an assignment for the benefit of creditors; or

(c)seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the person or of all or substantially all of the person's property;

(8)in the case of a person that is a testamentary or inter vivos trust or is acting as a general partner by virtue of being a trustee of such a trust, the trust's entire transferable interest in the limited partnership is distributed;

(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, the estate's entire transferable interest in the limited partnership is distributed;

(10)in the case of a person that is not an individual, corporation, unincorporated entity, trust, or estate, the existence of the person terminates;

(11)the limited partnership participates in a merger under Chapter 1a, Part 7, Merger, and:

(a)the limited partnership is not the surviving entity; or

(b)otherwise as a result of the merger, the person ceases to be a general partner;

(12)the limited partnership participates in an interest exchange under Chapter 1a, Part 8, Interest Exchange, and, as a result of the interest exchange, the person ceases to be a general partner;

(13)the limited partnership participates in a conversion under Chapter 1a, Part 9, Conversion;

(14)the limited partnership participates in a domestication under Chapter 1a, Part 10, Domestication, and, as a result of the domestication, the person ceases to be a general partner; or

(15)the limited partnership dissolves and completes winding up.

Renumbered and Amended by Chapter 93 , 2026 General Session