359.241. Events of withdrawal. - Missouri Statutes

Events of withdrawal.

359.241. Except as approved by the specific writtenconsent of all partners at the time, a person ceases to be ageneral partner of a limited partnership upon the happening ofany of the following events:

(1) The general partner withdraws from the limitedpartnership as provided in section 359.331;

(2) The general partner ceases to be a member of thelimited partnership as provided in section 359.411;

(3) The general partner is removed as a general partner inaccordance with the partnership agreement;

(4) Unless otherwise provided in writing in the partnershipagreement, the general partner:

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

(b) Files a voluntary petition in bankruptcy;

(c) Is adjudicated bankrupt or insolvent;

(d) Files a petition or answer seeking for himself anyreorganization, arrangement, composition, readjustment,liquidation, dissolution or similar relief under any statute,law, or regulation;

(e) Files an answer or other pleading admitting or failingto contest the material allegations of a petition filed againsthim in any proceeding of this nature; or

(f) Seeks, consents to, or acquiesces in the appointment ofa trustee, receiver, or liquidator of the general partner or ofall or any substantial part of his properties;

(5) Unless otherwise provided in writing in the partnershipagreement, one hundred twenty days after the commencement of anyproceeding against the general partner seeking reorganization,arrangement, composition, readjustment, liquidation, dissolutionor similar relief under any statute, law, or regulation, theproceeding has not been dismissed, or if within ninety daysafter the appointment without his consent or acquiescence of atrustee, receiver, or liquidator of the general partner or ofall or any substantial part of his properties, the appointmentis not vacated or stayed or within ninety days after theexpiration of any such stay, the appointment is not vacated;

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

(a) His death; or

(b) The entry of an order by a court of competentjurisdiction adjudicating him incompetent to manage his personor his estate;

(7) In the case of a general partner who is acting as ageneral partner by virtue of being a trustee of a trust, thetermination of the trust (but not merely the substitution of anew trustee);

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

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

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

(L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432)