[§425E-603]  Dissociation as a
general partner.  A person shall be dissociated from a limited
partnership as a general partner upon the occurrence of any of the following
events:



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



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



(3)  The person's expulsion as a general partner
pursuant to the partnership agreement;



(4)  The person's expulsion 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 with the person as a general partner;



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



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or the equivalent, its charter has been revoked, or its right to transact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



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



(5)  On application by the limited partnership, the
person's expulsion as a general partner by judicial determination because:



(A)  The person engaged in wrongful conduct
that adversely and materially affected the limited partnership activities;



(B)  The person wilfully or persistently
committed a material breach of the partnership agreement or of a duty owed to
the partnership or the other partners under section 425E-408; or



(C)  The person engaged in conduct relating to
the limited partnership's activities which makes it not reasonably practicable
to carry on the activities of the limited partnership with the person as a
general partner;



(6)  The person's:



(A)  Becoming a debtor in bankruptcy;



(B)  Execution of an assignment for the benefit
of creditors;



(C)  Seeking, consenting to, or acquiescing in
the appointment of a trustee, receiver, or liquidator of the person or of all
or substantially all of the person's property; or



(D)  Failure, within ninety days after the
appointment, to have vacated or stayed the appointment of a trustee, receiver,
or liquidator of the general partner or of all or substantially all of the
person's property obtained without the person's consent or acquiescence, or failing
within ninety days after the expiration of a stay to have the appointment
vacated;



(7)  In the case of a person who is an individual:



(A)  The person's death;



(B)  The appointment of a guardian or general
conservator for the person; or



(C)  A judicial determination that the person
has otherwise become incapable of performing the person's duties as a general
partner under the partnership agreement;



(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,
distribution of the trust's entire transferable interest in the limited
partnership, 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, distribution of the estate's entire transferable interest in the
limited partnership, but not merely by reason of the substitution of a
successor personal representative;



(10)  Termination of a general partner that is not an
individual, partnership, limited liability company, corporation, trust, or
estate; or



(11)  The limited partnership's participation in a
conversion 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 general
partner. [L 2003, c 210, pt of §1]