§ 7-13-23 - Events of withdrawal.
SECTION 7-13-23
§ 7-13-23 Events of withdrawal. – 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 on thehappening of any of the following events:
(1) The general partner withdraws from the limitedpartnership as provided in §§ 7-13-32;
(2) The general partner ceases to be a member of the limitedpartnership as provided in §§ 7-13-40;
(3) The general partner is removed as a general partner inaccordance with the partnership agreement;
(4) Unless otherwise provided in writing in the partnershipagreement, 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;
(iv) Files a petition or answer seeking for himself anyreorganization, arrangement, composition, readjustment, liquidation,dissolution or similar relief under any statute, law, or regulation;
(v) Files an answer or other pleading admitting or failing tocontest the material allegation of a petition filed against him or her in anyproceeding of this nature; or
(vi) Seeks, consents to, or acquiesces in the appointment ofa trustee, receiver, or liquidator of the general partner or of all or anysubstantial part of his or her properties;
(5) Unless otherwise provided in writing in the partnershipagreement, one hundred and twenty (120) days after the commencement of anyproceeding against the general partner seeking reorganization, arrangement,composition, readjustment, liquidation, dissolution or similar relief under anystatute, law, or regulation, the proceeding has not been dismissed, or ifwithin ninety (90) days after the appointment without his or her consent oracquiescence of a trustee, receiver, or liquidator of the general partner or ofall or any substantial part of his or her properties, the appointment is notvacated or stayed or within ninety (90) days after the expiration of any stay,the appointment is not vacated;
(6) In the case of a general partner who is a natural person:
(i) His or her death; or
(ii) The entry of an order by a court of competentjurisdiction adjudicating him or her incompetent to manage his or her person orhis or her estate;
(7) In the case of a general partner who is acting as ageneral partner by virtue of being a trustee of a trust, the termination of thetrust (but not merely the substitution of a new trustee);
(8) In the case of a general partner that is a separatepartnership, the dissolution and commencement of winding up of the separatepartnership;
(9) In the case of a general partner that is a corporation,the filing of a certificate of dissolution, or its equivalent, for thecorporation or the revocation of its charter; or
(10) In the case of an estate; the distribution by thefiduciary of the estate's entire interest in the partnership.