79-14-402 - Events of withdrawal.
§ 79-14-402. Events of withdrawal.
(a) Except as approved by the specific written consent of all partners at the time, a person ceases to be a general partner of a limited partnership upon the occurrence of one or more of the following events:
(1) The general partner withdraws from the limited partnership as provided in Section 79-14-602(a);
(2) The general partner ceases to be a member of the limited partnership as provided in Section 79-14-702;
(3) The general partner is removed as a general partner in accordance with the partnership agreement;
(4) Unless otherwise provided in writing in the partnership agreement, the general partner:
(i) Makes an assignment for the benefit of creditors;
(ii) Files a voluntary petition in bankruptcy;
(iii) Is adjudicated a bankrupt or insolvent or has entered against him an order for relief in any bankruptcy or insolvency proceeding;
(iv) Files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation;
(v) 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
(vi) 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 writing in the partnership agreement, 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 an individual,
(i) His death; or
(ii) The entry of an order by a court of competent jurisdiction adjudicating him incompetent to manage his person or his estate;
(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 issuance of a certificate or decree of its dissolution, or its equivalent, or the revocation of its charter, or
(10) In the case of an estate, the distribution by the fiduciary of the estate's entire interest in the limited partnership.
(b) Notwithstanding the provisions of subsection (a) of this section, a person who ceases to be a general partner of a limited partnership shall be deemed to be a general partner with respect to a third party doing business with the limited partnership who reasonably believes such person continues to be a general partner, until an amended certificate of limited partnership is filed with the Secretary of State pursuant to Section 79-14-202.
Sources: Laws, 1987, ch. 488, § 402, eff from and after January 1, 1988.