[§425E-603]  Dissociation as ageneral partner.  A person shall be dissociated from a limitedpartnership as a general partner upon the occurrence of any of the followingevents:

(1)  The limited partnership's having notice of theperson's express will to withdraw as a general 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 general partner;

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

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

(B)  There has been a transfer of all orsubstantially all of the person's transferable interest in the limitedpartnership, other than a transfer for security purposes, or a court ordercharging the person's interest, 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beexpelled as a general partner because it has filed a certificate of dissolutionor the equivalent, its charter has been revoked, or its right to transactbusiness has been suspended by the jurisdiction of its incorporation, there isno revocation of the certificate of dissolution or no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 general partner by judicial determination because:

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

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

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

(6)  The person's:

(A)  Becoming a debtor in bankruptcy;

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

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

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

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

(A)  The person's death;

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

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

(8)  In the case of a person that is a trust or isacting as a general 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;

(9)  In the case of a person that is an estate or isacting as a general partner by virtue of being a personal representative of anestate, distribution of the estate's entire transferable interest in thelimited partnership, but not merely by reason of the substitution of asuccessor personal representative;

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

(11)  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 generalpartner. [L 2003, c 210, pt of §1]