§ 59-402. Events of withdrawal. - North Carolina Statutes

§ 59‑402.  Events ofwithdrawal.

Except as approved by thespecific written consent of all partners at the time, a person ceases to be ageneral partner of a limited partnership upon the happening of any of thefollowing events:

(1)        The general partnerwithdraws from the limited partnership as provided in G.S. 59‑602;

(2)        The general partnerceases to be a member of the limited partnership as provided in G.S. 59‑702;

(3)        The general partneris removed as a general partner in accordance with the partnership agreement;

(4)        Unless otherwiseprovided in writing in the partnership agreement, the general partner: (i)makes an assignment for the benefit of creditors; (ii) files a voluntarypetition in bankruptcy; (iii) is adjudicated a bankrupt or insolvent; (iv) filesa petition or answer seeking for himself any reorganization, arrangement,composition, readjustment, liquidation, dissolution, or similar relief underany statute, law, or regulation; (v) files an answer or other pleadingadmitting or failing to contest the material allegations of a petition filedagainst the general partner in any proceeding of this nature; or (vi) seeks,consents to, or acquiesces in the appointment of a trustee, receiver, orliquidator of the general partner or of all or any substantial part of thegeneral partner's properties;

(5)        Unless otherwiseprovided in writing in the partnership agreement, 120 days after thecommencement of any proceeding against the general partner seekingreorganization, arrangement, composition, readjustment, liquidation,dissolution, or similar relief under any statute, law, or regulation, theproceeding has not been dismissed, or if within 90 days after the appointmentwithout the general partner's consent or acquiescence of a trustee, receiver,or liquidator of the general partner or of all or any substantial part of hisproperties, the appointment is not vacated or stayed, or within 90 days afterthe expiration of any such stay, the appointment is not vacated;

(6)        In the case of ageneral partner who is a natural person,

a.         The generalpartner's death; or

b.         The entry of anorder by a court of competent jurisdiction adjudicating the general partnerincompetent to manage his or her person or property;

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

(8)        In the case of ageneral partner that is a separate partnership, the dissolution andcommencement of winding up of the separate partnership;

(9)        In the case of ageneral partner that is a corporation, the filing of a certificate ofdissolution, or its equivalent, for the corporation or the revocation of itscharter;

(10)      Unless otherwiseprovided in the partnership agreement, or with the consent of all partners, inthe case of a general partner that is an estate, the distribution by thefiduciary of the estate's entire interest in the partnership;

(11)      In the case of ageneral partner that is a limited liability company, the dissolution andcommencement of winding up of the limited liability company; or

(12)      In the case of ageneral partner that is not a natural person, trust, separate partnership,corporation, estate, or limited liability company, the termination of thegeneral partner. (1985(Reg. Sess., 1986), c. 989, s. 2; 1997‑456, s. 27; 1999‑362, ss.21, 22; 2001‑387, ss. 128, 129, 130, 131.)