§ 61-2-402 — When person ceases to be partner

(a) 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 § 61-2-602 ; (2) The general partner ceases to be a general partner of the limited partnership as provided in § 61-2-702 ; (3) The general partner is removed as a general partner in accordance with the partnership agreement; (4) Unless otherwise provided in the partnership agreement, or with the approval of all partners, the general partner: (A) Makes an assignment for the benefit of creditors; (B) Files a voluntary petition in bankruptcy; (C) Is adjudged bankrupt or insolvent, or has entered against him an order for relief in any bankruptcy or insolvency proceeding; (D) Files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation; (E) Files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him in any proceeding of this nature; or (F) 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, or with the approval of all partners, one hundred twenty (120) 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 (90) 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, or within ninety (90) days after the expiration of any such stay, the appointment is not vacated; (6) In the case of a general partner who is a natural person: (A) His death; or (B) The entry by a court of competent jurisdiction adjudicating him incompetent to manage his person or his property; (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 of 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 and the expiration of ninety (90) days after the date of notice to the corporation of administrative dissolution or revocation without a reinstatement of its charter; or (10) Unless otherwise provided in the partnership agreement, or with the written consent of all partners in the case of a general partner that is an estate, the distribution by the fiduciary of the estate's entire interest in the limited partnership. (b) A general partner who suffers an event that with the passage of the specified period becomes an event of withdrawal under subdivisions (a)(4), (5) or (9) shall notify each other general partner, or in the event that there is no other general partner, each limited partner, of the occurrence of the event within thirty (30) days after the date of its occurrence.

Legislative History

Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 42-47.