Kansas Statutes 56-1a,252. Cessation of person as general partner, when
Terms Used In Kansas Statutes 56-1a,252
- Answer: The formal written statement by a defendant responding to a civil complaint and setting forth the grounds for defense.
- Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Fiduciary: A trustee, executor, or administrator.
- General partner: means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and so named in the certificate of limited partnership or similar instrument of the state or foreign country under which the limited partnership is organized if so required. See Kansas Statutes 56-1a,101
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Partner: means a limited or general partner. See Kansas Statutes 56-1a,101
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Partnership agreement: means any valid written or oral agreement of the partners as to the affairs of a limited partnership and the conduct of its business. See Kansas Statutes 56-1a,101
- Person: means a natural person, partnership, domestic or foreign limited partnership, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity. See Kansas Statutes 56-1a,101
- Property: includes personal and real property. See Kansas Statutes 77-201
- Statute: A law passed by a legislature.
- Trustee: A person or institution holding and administering property in trust.
A person ceases to be a general partner of a limited partnership upon the happening of any of the following events:
(a) The general partner withdraws from the limited partnership as provided in Kan. Stat. Ann. §§ 56-1a352 and amendments thereto;
(b) the general partner ceases to be a member of the limited partnership as provided in Kan. Stat. Ann. §§ 56-1a402 and amendments thereto;
(c) the general partner is removed as a general partner in accordance with the partnership agreement;
(d) unless otherwise provided in writing in the partnership agreement, or with the specific written consent of all partners, the general partner:
(1) Makes an assignment for the benefit of creditors;
(2) files a voluntary petition in bankruptcy;
(3) is adjudged a bankrupt or insolvent or has had entered against the general partner an order for relief in any bankruptcy or insolvency proceeding;
(4) files a petition or answer seeking for the general partner’s self any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or rules and regulations;
(5) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the general partner in any proceeding of this nature; or
(6) 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 the general partner’s properties;
(e) unless otherwise provided in writing in the partnership agreement or with the specific written consent of all partners, if:
(1) 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 rules and regulations, the proceeding has not been dismissed; or
(2) within 90 days after the appointment, without 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 the general partner’s properties, the appointment is not vacated or stayed or, within 90 days after the expiration of any such stay, the appointment is not vacated;
(f) in the case of a general partner who is a natural person:
(1) the general partner’s death; or
(2) the entry by a court of competent jurisdiction of an order adjudicating the general partner incompetent to manage the general partner’s person or property;
(g) 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;
(h) in the case of a general partner that is a separate partnership, the dissolution and commencement of winding up the affairs of the separate partnership;
(i) 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
(j) in the case of a general partner that is an estate, the distribution by the fiduciary of the estate’s entire interest in the partnership.