§ 486A.601 — Events causing partner’s dissociation

Iowa § 486A.601

• Jurisdiction: Iowa
• Title XII: BUSINESS ENTITIES
• Ch. 486A: UNIFORM PARTNERSHIP ACT

Text

A partner is dissociated from a partnership upon the occurrence of any of the following
events:
1. The partnership’s having notice of the partner’s express will to withdraw as a partner
or on a later date specified by the partner.
2. An event agreed to in the partnership agreement as causing the partner’s dissociation.
3. The partner’s expulsion pursuant to the partnership agreement.
4. The partner’s expulsion by the unanimous vote of the other partners if any of the
following apply:
a. It is unlawful to carry on the partnership business with that partner.
b. Therehasbeenatransferofallorsubstantiallyallofthatpartner’stransferableinterest
in the partnership, other than a transfer for security purposes, or a court order charging the
partner’s interest, which has not been foreclosed.
c. Within ninety days after the partnership notifies a corporate partner that it will be
expelled 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been revoked, or its right to conduct business has been suspended by the jurisdiction of its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.
d. A partnership, limited partnership, or limited liability company that is a partner has
been dissolved and its business is being wound up.
§486A.601, UNIFORM PARTNERSHIP ACT 14
5. Onapplicationbythepartnershiporanotherpartner,thepartner’sexpulsionbyjudicial
determination because of any of the following:
a. The partner engaged in wrongful conduct that adversely and materially affected the
partnership business.
b. 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 486A.404.
c. 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.
6. The partner’s actions constituting any of the following:
a. Becoming a debtor in bankruptcy.
b. Executing an assignment for the benefit of creditors.
c. 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.
d. 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.
7. In the case of a partner who is an individual any of the following:
a. The partner’s death.
b. The appointment of a general guardian or general conservator for the partner.
c. Ajudicialdeterminationthatthepartnerhasotherwisebecomeincapableofperforming
the partner’s duties under the partnership agreement.
8. 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.
9. 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.
10. Termination of a partner who is not an individual, partnership, corporation, trust, or
estate.