ARTICLE6.  DISSOCIATION

 

[§425E-601]  Dissociation as a limitedpartner.  (a)  A person shall not have a right to dissociate as alimited partner before the termination of the limited partnership.

(b)  A person shall be dissociated from alimited partnership as a limited partner upon the occurrence of any of thefollowing events:

(1)  The limited partnership's having notice of theperson's express will to withdraw as a limited partner or on a later datespecified by the person;

(2)  An event agreed to in the partnership agreementas causing the person's dissociation as a limited partner;

(3)  The person's expulsion as a limited partnerpursuant to the partnership agreement;

(4)  The person's expulsion as a limited partner bythe unanimous consent of the other partners if:

(A)  It is unlawful to carry on the limitedpartnership's activities with the person as a limited partner;

(B)  There has been a transfer of all of theperson's transferable interest in the limited partnership, other than atransfer for security purposes, or a court order charging the person'sinterest, which has not been foreclosed;

(C)  The person is a corporation and, withinninety days after the limited partnership notifies the person that it will beexpelled as a limited partner because it has filed a certificate of dissolutionor the equivalent, its charter has been revoked, or its right to transactbusiness has been suspended by the jurisdiction of its incorporation, there isno revocation of the certificate of dissolution or no reinstatement of itscharter or its right to transact business; or

(D)  The person is a limited liability companyor partnership that has been dissolved and whose business is being wound up;

(5)  On application by the limited partnership, theperson's expulsion as a limited partner by judicial order because:

(A)  The person engaged in wrongful conductthat adversely and materially affected the limited partnership's activities;

(B)  The person wilfully or persistentlycommitted a material breach of the partnership agreement or of the obligationof good faith and fair dealing under section 425E-305(b); or

(C)  The person engaged in conduct relating tothe limited partnership's activities which makes it not reasonably practicableto carry on the activities with the person as limited partner;

(6)  In the case of a person who is an individual, theperson's death;

(7)  In the case of a person that is a trust or isacting as a limited partner by virtue of being a trustee of a trust,distribution of the trust's entire transferable interest in the limitedpartnership, but not merely by reason of the substitution of a successortrustee;

(8)  In the case of a person that is an estate or isacting as a limited partner by virtue of being a personal representative of an estate,distribution of the estate's entire transferable interest in the limitedpartnership, but not merely by reason of the substitution of a successorpersonal representative;

(9)  Termination of a limited partner that is not anindividual, partnership, limited liability company, corporation, trust, orestate; or

(10)  The limited partnership's participation in aconversion or merger under article 11, 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 limitedpartner. [L 2003, c 210, pt of §1]