Section 121-402. Events of withdrawal of a general partner  


Latest version.
  • A person ceases
      to be a general partner of a limited partnership upon the  happening  of
      any of the following events:
        (a)  the  general  partner  withdraws  from the limited partnership as
      provided in section 121-602 of this article;
        (b) the general partner ceases to be a general partner as provided  in
      section 121-702 of this article;
        (c)  the  general  partner  is  removed as a general partner as may be
      provided in the partnership agreement;
        (d) unless otherwise provided in the partnership agreement or approved
      by all partners, the general partner (i) makes  an  assignment  for  the
      benefit  of  creditors, (ii) is the subject of an order for relief under
      Title 11 of the United States Code, (iii) files  a  petition  or  answer
      seeking   for  himself  any  reorganization,  arrangement,  composition,
      readjustment, liquidation, dissolution,  or  similar  relief  under  any
      statute,  law,  or  regulation,  (iv) 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 (v) 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;
        (e) unless otherwise provided in the partnership agreement or approved
      by  all  partners,  (i)  if  within  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 stayed, or within ninety days
      after the expiration of any such  stay,  the  proceeding  has  not  been
      dismissed,  or  (ii) 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, or within ninety  days  after  the
      expiration of any such stay, the appointment is not vacated;
        (f)  in the case of a general partner who is a natural person, (i) his
      death or  (ii)  the  entry  of  a  judgment  by  a  court  of  competent
      jurisdiction  adjudicating  him  incompetent to manage his person or his
      property;
        (g) 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);
        (h) in the case of a general partner that is a partnership, unless the
      partnership agreement of such partnership provides for the right of  any
      one or more of the partners of such partnership to continue the business
      of   such   partnership  and  such  partnership  is  so  continued,  the
      dissolution and commencement of winding up of such partnership;
        (i) 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;
        (j)  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; or
        (k)  in  the  case  of  a  general partner that is a limited liability
      company, unless  the  operating  agreement  of  such  limited  liability
      company  provides  for the right of any member of such limited liability
      company to continue the  limited  liability  company  and  such  limited
      liability  company  is so continued, the dissolution and commencement of
      winding up of such limited liability company.