50-73.28 - Events of withdrawal. - Virginia Statutes

§ 50-73.28. Events of withdrawal.

Except as approved by the written consent of all partners at the time, aperson ceases to be a general partner of a limited partnership upon thehappening of any of the following events:

1. The general partner withdraws from the limited partnership as provided in§ 50-73.37;

2. The general partner ceases to be a member of the limited partnership asprovided in § 50-73.45;

3. The general partner is removed as a general partner in accordance with thepartnership agreement;

4. Unless otherwise provided in writing in the partnership agreement, thegeneral partner (i) makes an assignment for the benefit of creditors; (ii)files a voluntary petition in bankruptcy; (iii) becomes the subject of anorder for relief or is declared insolvent in any federal or state bankruptcyor insolvency proceeding; (iv) files a petition or answer seeking for himselfany 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 thematerial allegation of a petition filed against him in any proceeding of thisnature; or (vi) seeks, consents to, or acquiesces in the appointment of atrustee, receiver, or liquidator of the general partner or of all or anysubstantial part of his properties;

5. Unless otherwise provided in writing in the partnership agreement, ifwithin 120 days after the commencement of any proceeding against the generalpartner seeking reorganization, arrangement, composition, readjustment,liquidation, dissolution or similar relief under any statute, law, orregulation, the proceeding has not been dismissed, or if within 90 days afterthe appointment without his 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 if within 90 daysafter the expiration of any such stay, the appointment is not vacated;

6. In the case of a general partner who is an individual, (i) his death, or(ii) the entry by a court of competent jurisdiction of an order or decreeadjudicating him incapacitated;

7. In the case of a general partner who is acting as a general partner byvirtue of being a trustee of a trust, the termination of the trust, but notmerely the substitution of a new trustee;

8. In the case of a general partner that is a separate partnership, thedissolution and commencement of winding up of the separate partnership;

9. In the case of a general partner that is a corporation or other legal orcommercial entity, the termination of its existence; or

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

(1985, c. 607; 1987, c. 702; 1990, c. 343; 1997, c. 801.)