ARTICLE8.  DISSOLUTION

 

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

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

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

(3)  After the dissociation of a person as a generalpartner:

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

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

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

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

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

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