§ 121-402 — Events of withdrawal of a general partner

§ 121-402. Events of withdrawal of a general partner. A person ceases\nto be a general partner of a limited partnership upon the happening of\nany of the following events:\n (a) the general partner withdraws from the limited partnership as\nprovided in section 121-602 of this article;\n (b) the general partner ceases to be a general partner as provided in\nsection 121-702 of this article;\n (c) the general partner is removed as a general partner as may be\nprovided in the partnership agreement;\n (d) unless otherwise provided in the partnership agreement or approved\nby all partners, the general partner (i) makes an assignment for the\nbenefit of creditors, (ii) is the subject of an order for relief under\nTitle 11 of the United States Code, (iii) files a petition or answer\nseeking for himself any reorganization, arrangement, composition,\nreadjustment, liquidation, dissolution, or similar relief under any\nstatute, law, or regulation, (iv) files an answer or other pleading,\nadmitting or failing to contest the material allegations of a petition\nfiled against him in any proceeding of this nature, or (v) seeks,\nconsents to, or acquiesces in the appointment of a trustee, receiver, or\nliquidator of the general partner or of all or any substantial part of\nhis properties;\n (e) unless otherwise provided in the partnership agreement or approved\nby all partners, (i) if within one hundred twenty days after the\ncommencement of any proceeding against the general partner seeking\nreorganization, arrangement, composition, readjustment, liquidation,\ndissolution, or similar relief under any statute, law, or regulation,\nthe proceeding has not been dismissed or stayed, or within ninety days\nafter the expiration of any such stay, the proceeding has not been\ndismissed, or (ii) if within ninety days after the appointment without\nhis consent or acquiescence of a trustee, receiver, or liquidator of the\ngeneral partner or of all or any substantial part of his properties, the\nappointment is not vacated or stayed, or within ninety days after the\nexpiration of any such stay, the appointment is not vacated;\n (f) in the case of a general partner who is a natural person, (i) his\ndeath or (ii) the entry of a judgment by a court of competent\njurisdiction adjudicating him incompetent to manage his person or his\nproperty;\n (g) in the case of a general partner who is acting as a general\npartner by virtue of being a trustee of a trust, the termination of the\ntrust (but not merely the substitution of a new trustee);\n (h) in the case of a general partner that is a partnership, unless the\npartnership agreement of such partnership provides for the right of any\none or more of the partners of such partnership to continue the business\nof such partnership and such partnership is so continued, the\ndissolution and commencement of winding up of such partnership;\n (i) in the case of a general partner that is a corporation, the filing\nof a certificate of dissolution, or its equivalent, for the corporation\nor the revocation of its charter;\n (j) in the case of a general partner that is an estate, the\ndistribution by the fiduciary of the estate's entire interest in the\nlimited partnership; or\n (k) in the case of a general partner that is a limited liability\ncompany, unless the operating agreement of such limited liability\ncompany provides for the right of any member of such limited liability\ncompany to continue the limited liability company and such limited\nliability company is so continued, the dissolution and commencement of\nwinding up of such limited liability company.\n