State Codes and Statutes

179.32

179.32 Events of withdrawal. Except as approved by the written consent of all partners, a person ceases to be a general partner of a limited partnership upon the happening of any of the following events:

179.32(1)

(1) The general partner withdraws from the limited partnership under s. 179.52.

179.32(2)

(2) The general partner ceases to be a member of the limited partnership under s. 179.62.

179.32(3)

(3) The general partner is removed as a general partner in accordance with the partnership agreement.

179.32(4)

(4) Unless otherwise provided in writing in the partnership agreement or in a certificate of limited partnership under s. 179.105 (2), the general partner:

179.32(4)(a)

(a) Makes an assignment for the benefit of creditors;

179.32(4)(b)

(b) Files a voluntary petition in bankruptcy;

179.32(4)(c)

179.32(4)(d)

(d) Files a petition or answer seeking for himself or herself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief;

179.32(4)(e)

(e) Files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him or her in any proceeding under par. (d); or

179.32(4)(f)

(f) Seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of his or her properties.

179.32(5)

(5) Unless otherwise provided in writing in the partnership agreement or in a certificate of limited partnership under s. 179.105 (2), if:

179.32(5)(a)

(a) Within 120 days after the commencement of any proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief, the proceeding has not been dismissed;

179.32(5)(b)

(b) Within 90 days after the appointment without his or her consent or acquiescence of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of his or her properties, the appointment is not vacated or stayed; or

179.32(5)(c)

179.32(6)

(6) In the case of a general partner who is a natural person:

179.32(6)(a)

(a) His or her death; or

179.32(6)(b)

(b) The entry of a court order adjudicating him or her incompetent to manage his or her person or estate.

179.32(7)

(7) In the case of a general partner which is a trust, the termination of the trust.

179.32(8)

(8) In the case of a general partner that is a separate partnership, the dissolution and commencement of winding up of the separate partnership.

179.32(9)

(9) In the case of a general partner that is a corporation or limited liability company, the filing of a certificate of dissolution, or its equivalent, for the corporation or limited liability company or the revocation of its charter.

179.32(10)

(10) In the case of an estate, the distribution by the fiduciary of the estate's entire interest in the partnership.

179.32 - ANNOT.

History: 1983 a. 173; 1989 a. 232; 1993 a. 112.