50-73.109 - Events causing partner's dissociation. - Virginia Statutes

§ 50-73.109. Events causing partner's dissociation.

A partner is dissociated from a partnership upon the occurrence of any of thefollowing events:

1. The partnership's having notice of the partner's express will to withdrawas a partner on a later date specified by the partner in the notice or, if nolater date is specified, the date of notice;

2. An event agreed to in the partnership agreement as causing the partner'sdissociation;

3. The partner's expulsion pursuant to the partnership agreement;

4. The partner's expulsion by the unanimous vote of the other partners if:

a. It is unlawful to carry on the partnership business with that partner; or

b. There has been a transfer of all or substantially all of that partner'stransferable interest in the partnership, other than a transfer for securitypurposes or a court order charging the partner's interest which, in eithercase has not been foreclosed.

5. On application by the partnership or another partner, the partner'sexpulsion by judicial determination because:

a. The partner engaged in wrongful conduct that adversely and materiallyaffected the partnership business;

b. The partner willfully or persistently committed a material breach of thepartnership agreement or of a duty owed to the partnership or the otherpartners under § 50-73.102; or

c. The partner engaged in conduct relating to the partnership business whichmakes it not reasonably practicable to carry on the business in partnershipwith the partner;

6. The partner's:

a. Becoming a debtor in bankruptcy;

b. Executing an assignment for the benefit of creditors;

c. Seeking, consenting to, or acquiescing in the appointment of a trustee,receiver, or liquidator of that partner or of all or substantially all ofthat partner's property; or

d. Failing, within ninety days after the appointment, to have vacated orstayed the appointment of a trustee, receiver, or liquidator of the partneror of all or substantially all of the partner's property obtained without thepartner's consent or acquiescence, or failing within ninety days after theexpiration of a stay to have the appointment vacated;

7. In the case of a partner who is an individual:

a. The partner's death;

b. The appointment of a guardian, committee or conservator for the partner; or

c. A judicial determination that the partner has otherwise become incapableof performing the partner's duties under the partnership agreement;

8. In the case of a partner that is a trust or is acting as a partner byvirtue of being a trustee of a trust, distribution of the trust's entiretransferable interest in the partnership, but not merely by reason of thesubstitution of a successor trustee;

9. In the case of a partner that is an estate or is acting as a partner byvirtue of being a personal representative of an estate, distribution of theestate's entire transferable interest in the partnership, but not merely byreason of the substitution of a successor personal representative;

10. Termination of a partner who is not an individual, partnership,corporation, limited liability company, trust, or estate;

11. The expiration of ninety days after the partnership notifies a corporatepartner that it will be expelled because it has filed articles of dissolutionor the equivalent, its existence has been terminated or its charter has beenrevoked, or its right to conduct business has been suspended by thejurisdiction of its incorporation, if there is no revocation of thecertificate of dissolution or no reinstatement of its existence, its charteror its right to conduct business; or

12. A partnership or limited liability company that is a partner has beendissolved and its business is being wound up.

(1996, c. 292; 1997, c. 801.)