§ 34-28 — Person ceases to be general partner, when.

Except as approved by a 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 section 34-27b ; (2) The general partner ceases to be a member of the limited partnership as provided in section 34-27 ; (3) The general partner is removed as a general partner in accordance with the partnership agreement; (4) Unless otherwise provided in the partnership agreement, the general partner: (i) Makes 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 material allegations of a petition filed against him 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 his properties; (5) Unless otherwise provided in the partnership agreement, one hundred twenty 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 ninety days after the appointment without his 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 within ninety days after expiration of any such stay, the appointment is not vacated; (6) In the case of a general partner who is a natural person, (i) his death; or (ii) the entry by a court of competent jurisdiction adjudicating him incompetent to manage his person or his estate; (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 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; or (10) In the case of an estate, the distribution by the fiduciary of the estate's entire interest in the partnership. See Sec. 34-38b re inapplicability of provisions as amended by P.A. 86-379 to partnerships existing before October 1, 1986.

Legislative History

(1961, P.A. 79, S. 20; P.A. 79-440, S. 22; P.A. 86-379, S. 20.) History: P.A. 79-440 entirely replaced previous provision which stated that retirement, death or insanity of a general partner dissolves partnership, unless it is continued by remaining general partners under a right to do so stated in certificate or with consent of all members; P.A. 86-379 changed “certificate of limited partnership” to “partnership agreement”. Cited. 196 C. 270.