§ 7-64-601 — Events causing partner's dissociation

(1) A partner is dissociated
from a partnership upon the occurrence of any of the following events:

(a) The partnership's having notice of the partner's express will to withdraw
as a partner; except that, if the partnership has notice that the partner's will is to
withdraw at a later date, then the dissociation shall occur at the later date stated
by the partner;

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

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

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

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

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

(III) Within ninety days after the partnership notifies a corporate partner that
it will be expelled because it has been dissolved or its right to conduct business has
been suspended by the jurisdiction of its incorporation, there is no revocation of the
dissolution or no reinstatement of its right to conduct business; or

(IV) A partnership, limited partnership, limited partnership association, or
limited liability company that is a partner has been dissolved and its business is
being wound up;

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

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

(II) 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 section 7-64-404; or

(III) The partner engaged in conduct relating to the partnership business
which makes it not reasonably practicable to carry on the business in partnership
with the partner;

(f) The partner's:

(I) Becoming a debtor in bankruptcy;

(II) Executing an assignment for the benefit of creditors;

(III) Seeking, consenting to, or acquiescing in the appointment of a trustee,
receiver, or liquidator of that partner or of all or substantially all of that partner's
property; or

(IV) Failing, within ninety days after the appointment, to have vacated or
stayed the appointment of a trustee, receiver, or liquidator of the partner or of all or
substantially all of the partner's property obtained without the partner's consent or
acquiescence, or failing within ninety days after the expiration of a stay to have the
appointment vacated;

(g) In the case of a partner who is an individual:

(I) The partner's death;

(II) The appointment of a guardian or general conservator for the partner; or

(III) A judicial determination that the partner has otherwise become
incapable of performing the partner's duties under the partnership agreement;

(h) In the case of a partner that is a trust or is acting as a partner by virtue of
being a trustee of a trust, distribution of the trust's entire transferable interest in
the partnership, but not merely by reason of the substitution of a successor trustee;

(i) In the case of a partner that is an estate or is acting as a partner by virtue
of being a personal representative of an estate, distribution of the estate's entire
transferable interest in the partnership, but not merely by reason of the
substitution of a successor personal representative; or

(j) Termination of a partner's existence.

Legislative History

Source: L. 97: Entire article added, p. 885, � 1, effective January 1, 1998. L. 2003: (1)(a) amended, p. 2253, � 156, effective July 1, 2004.