Section 10A-9A-6.03

Dissociation as a general partner.

A person is dissociated from a limited partnership as a general partner when any of the following occurs:

(1) the limited partnership has notice of the person's express will to dissociate as a general partner, except that if the person specifies a dissociation date later than the date the limited partnership had notice, then the person is dissociated as a general partner on that later date;

(2) an event stated in the partnership agreement as causing the person's dissociation as a general partner occurs;

(3) the person is expelled as a general partner pursuant to the partnership agreement;

(4) the person is expelled as a general partner by the unanimous consent of the other partners if:

(A) it is unlawful to carry on the limited partnership's activities and affairs with the person as a general partner;

(B) there has been a transfer of all of the person's transferable interest in the limited partnership, other than a transfer for security purposes;

(C) the person is an organization and, within 90 days after the limited partnership notifies the person that it will be expelled as a general partner because it has filed a statement of dissolution or the equivalent, or its right to conduct activities and affairs has been suspended by its jurisdiction of formation, the statement of dissolution or the equivalent has not been revoked or its right to conduct activities and affairs has not been reinstated; or

(D) the person is a limited liability company or partnership that has been dissolved and whose activities and affairs are being wound up;

(5) on application by the limited partnership, or a partner in a direct action under Section 10A-9A-9.01, the person's expulsion as a general partner by judicial order because the person:

(A) has engaged, or is engaging, in wrongful conduct that adversely and materially affected, or will adversely and materially affect, the limited partnership's activities and affairs;

(B) has willfully or persistently committed, or is willfully or persistently committing, a material breach of the partnership agreement or the person's duty or obligation under this chapter or other applicable law; or

(C) has engaged, or is engaging, in conduct relating to the limited partnership's activities and affairs which makes it not reasonably practicable to carry on the activities and affairs with the person as a general partner;

(6) in the case of a person who is an individual, the person dies, there is appointed a guardian or general conservator for the person or there is a judicial determination that the person has otherwise become incapable of performing the person's duties as a general partner under this chapter or the partnership agreement;

(7) the person becomes a debtor in bankruptcy, executes an assignment for the benefit of creditors, or seeks, consents, or acquiesces to the appointment of a trustee, receiver, or liquidator of the person or of all or substantially all of the person's property;

(8) in the case of a person that is a trust or is acting as a general partner by virtue of being a trustee of a trust, the trust's entire transferable interest in the limited partnership is distributed, but not merely by reason of the substitution of a successor trustee;

(9) in the case of a person that is an estate or is acting as a general partner by virtue of being a personal representative of an estate, the estate's entire transferable interest in the limited partnership is distributed, but not merely by reason of the substitution of a successor personal representative;

(10) in the case of a general partner that is not an individual, the legal existence of the person otherwise terminates;

(11) the transfer of a general partner's entire remaining transferable interest to another partner;

(12) the transfer of a general partner's entire remaining transferable interest to a transferee upon the transferee's becoming a partner; or

(13) the limited partnership's participation in a conversion or merger under Article 10 of this chapter or Article 8 of Chapter 1, if the limited partnership:

(A) is not the converted or surviving entity; or

(B) is the converted or surviving entity but, as a result of the conversion or merger, the person ceases to be a general partner.

(Act 2016-379, §1.)