§ 8532. Events of withdrawal.
(a) General rule.--A person ceases to be a general partner of a limited partnership upon the happening of any of the following events:
(1) The general partner withdraws from the limited partnership as provided in section 8552 (relating to voluntary withdrawal of general partner).
(2) The general partner ceases to be a general partner of the limited partnership as provided in section 8562 (relating to assignment of partnership interest).
(3) The general partner is removed as a general partner in accordance with the partnership agreement.
(4) Except as otherwise provided in writing in the partnership agreement, the general partner:
(i) makes an assignment for the benefit of creditors;
(ii) files a voluntary petition in bankruptcy;
(iii) is adjudicated a bankrupt or insolvent;
(iv) files an application or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation;
(v) files an answer or other pleading admitting or failing to contest the material allegations of a petition or application filed against him in any proceeding of a type referred to in subparagraph (ii) or (iv); or
(vi) 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 properties.
(5) Except as otherwise provided in writing in the partnership agreement, if, within 120 days after the commencement of any proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, the proceeding has not been dismissed or if, within 90 days after the appointment without his consent or acquiescence of a trustee, receiver or liquidator of the general partner or of all or any substantial part of his properties, the appointment is not vacated or stayed or within 90 days after the expiration of any such stay the appointment is not vacated.
(6) In the case of a general partner who is a natural person:
(i) his death; or
(ii) the entry of an order by a court of competent jurisdiction adjudicating him incompetent to manage his person or his estate.
(7) Except as otherwise provided in the partnership agreement, in the case of a general partner who is acting as a general partner by virtue of being a trustee of a trust, the termination of the trust (but not merely the substitution of a new trustee).
(8) In the case of a general partner that is a separate partnership, the dissolution and commencement of winding up of the separate partnership.
(9) In the case of a general partner that is a corporation, the filing of articles of dissolution or their equivalent for the corporation or the revocation of its charter.
(10) Except as otherwise provided in the partnership agreement, in the case of an estate, the distribution by the fiduciary of the entire interest of the estate in the partnership.
(11) In the case of a general partner in a registered investment company, the failure of the partner to be reelected in accordance with the partnership agreement.
(b) Certificate of withdrawal.--A person who ceases to be a general partner may file a certificate of withdrawal prepared in conformity with section 8524(a)(2) (relating to person erroneously believing himself limited partner). See sections 134 (relating to docketing statement) and 8514 (relating to execution of certificates).
Cross References. Section 8532 is referred to in sections 8503, 8565 of this title.
Section: Previous 8520 8521 8522 8523 8524 8525 8531 8532 8533 8534 8535 8541 8542 8543 8544 NextLast modified: October 8, 2016