§ 121-801 — Nonjudicial dissolution

§ 121-801. Nonjudicial dissolution. A limited partnership is dissolved\nand its affairs shall be wound up upon the happening of the first to\noccur of the following:\n (a) at the time, if any, provided in the certificate of limited\npartnership;\n (b) at the time or upon the happening of events specified in the\npartnership agreement;\n (c) subject to any requirement in the partnership agreement requiring\napproval by any greater or lesser percentage of limited partners and\ngeneral partners, upon the written consent (1) of all of the general\npartners and (2) of a majority in interest of each class of limited\npartners;\n (d) an event of withdrawal of a general partner unless (1) at the time\nthere is at least one other general partner and the partnership\nagreement permits the business of the limited partnership to be carried\non by the remaining general partner and that partner does so, or (2)\nunless the partnership agreement provides otherwise, if within ninety\ndays after the withdrawal of the last general partner, not less than a\nmajority in interest of the limited partners agree in writing to\ncontinue the business of the limited partnership and to the appointment,\neffective as of the date of withdrawal, of one or more additional\ngeneral partners if necessary or desired; or\n (e) entry of a decree of judicial dissolution under section 121-802 of\nthis article.\n (f) a limited partnership whose original certificate of limited\npartnership was filed with the secretary of state and effective prior to\nthe effective date of this subdivision shall continue to be governed by\nthis section as in effect on such date and shall not be governed by this\nsection, unless otherwise provided in the partnership agreement.\n