Partner'sDissociation

 

§425-130  Events causing partner'sdissociation.  A partner is dissociated from a partnership upon theoccurrence of any of the following events:

(1)  The partnership's receipt of notice of thepartner's express will to withdraw as a partner or on a later date specified bythe partner;

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

(3)  The partner's expulsion pursuant to thepartnership agreement;

(4)  The partner's expulsion by the unanimous vote ofthe other partners if:

(A)  It is unlawful to carry on the partnershipbusiness with that partner;

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

(C)  Within ninety days after the partnershipnotifies a corporate partner that it will be expelled because it has filedarticles of dissolution or the equivalent, its charter has been revoked, or itsright to conduct business has been suspended by the jurisdiction of itsincorporation, there is no revocation of the articles of dissolution or noreinstatement of its charter or its right to conduct business; or

(D)  A partnership that is a partner has beendissolved and its business is being wound up;

(5)  On application by the partnership or anotherpartner, the partner's expulsion by judicial determination because:

(A)  The partner engaged in wrongful conductthat adversely and materially affected the partnership business;

(B)  The partner wilfully or persistentlycommitted a material breach of the partnership agreement or of a duty owed tothe partnership or the other partners under section 425-123; or

(C)  The partner engaged in conduct relating tothe partnership business which makes it not reasonably practicable to carry onthe business in partnership with the partner;

(6)  The partner's:

(A)  Becoming a debtor in bankruptcy;

(B)  Executing an assignment for the benefit ofcreditors;

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

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

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

(A)  The partner's death;

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

(C)  A judicial determination that the partnerhas otherwise become incapable of performing the partner's duties under thepartnership agreement;

(8)  In the case of a partner that is a trust or isacting as a partner by virtue of being a trustee of a trust, distribution ofthe trust's entire transferable interest in the partnership, but not merely byreason of the substitution of a successor trustee;

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

    (10)  Termination of a partner whois not an individual, partnership, corporation, trust, or estate. [L 1999, c284, pt of §1]