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Statutes Text

Article - Corporations and Associations




§10–402.

    A person ceases to be a general partner of a limited partnership upon the happening of any of the following events:

        (1)    The person’s withdrawal from the limited partnership as provided in § 10-602 of this title;

        (2)    The person’s removal as a general partner in accordance with the partnership agreement;

        (3)    Unless otherwise provided in the partnership agreement or with the consent of all partners, the person’s:

            (i)    Making an assignment for the benefit of creditors;

            (ii)    Filing a voluntary petition in bankruptcy;

            (iii)    Being adjudged bankrupt or insolvent or having entered against him an order of relief in any bankruptcy or insolvency proceeding;

            (iv)    Filing a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation;

            (v)    Filing 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)    Seeking, consenting to, or acquiescing in, the appointment of a trustee, receiver, or liquidation of the general partner or of all or any substantial part of his properties;

        (4)    Unless otherwise provided in the partnership agreement or with the consent of all partners, the continuation of any proceeding against him seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation, for 120 days after the commencement thereof or the appointment of a trustee, receiver, or liquidator for the general partner or all or any substantial part of his properties without his agreement or acquiescence, which appointment is not vacated or stayed for 120 days or, if the appointment is stayed, for 120 days after the expiration of the stay during which period the appointment is not vacated;

        (5)    In the case of a general partner who is an individual, the individual’s:

            (i)    Death; or

            (ii)    Adjudication by a court of competent jurisdiction as incompetent to manage his person or his property;

        (6)    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);

        (7)    In the case of a general partner that is a separate partnership or limited partnership, the dissolution and commencement of winding up of the separate partnership or limited partnership;

        (8)    In the case of a general partner that is a corporation, the dissolution of the corporation or the revocation of its charter; or

        (9)    In the case of a general partner that is an estate, the distribution by the fiduciary of the estate’s entire interest in the partnership.



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