ARTICLE
8.  DISSOLUTION



 



§425E-801  Nonjudicial dissolution. 
Except as otherwise provided in section 425E-802, a limited partnership shall
be dissolved, and its activities shall be wound up, only upon the occurrence of
any of the following:



(1)  The happening of an event specified in the
partnership agreement;



(2)  The consent of all general partners and of
limited partners owning a majority of the rights to receive distributions as
limited partners at the time the consent is to be effective;



(3)  After the dissociation of a person as a general
partner:



(A)  If the limited partnership has at least
one remaining general partner, the consent to dissolve the limited partnership
is given within ninety days after the dissociation by partners owning a
majority of the rights to receive distributions as partners at the time the
consent is to be effective; or



(B)  If the limited partnership does not have a
remaining general partner, the passage of ninety days after the dissociation,
unless before the end of the period:



(i)  Consent to continue the activities of the
limited partnership and admit at least one general partner is given by limited
partners owning a majority of the rights to receive distributions as limited
partners at the time the consent is to be effective; and



(ii)  At least one person is admitted as a
general partner in accordance with the consent;



(4)  The passage of ninety days after the dissociation
of the limited partnership's last limited partner, unless before the end of the
period the limited partnership admits at least one limited partner; or



(5)  The signing and filing of a declaration of
cancellation by the director under section 425E-809. [L 2003, c 210, pt of §1;
am L 2006, c 184, §23]