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

Terms Used In Oregon Statutes 70.180

  • 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 named in the certificate of limited partnership as a general partner. See Oregon Statutes 70.005
  • 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 Oregon Statutes 70.005
  • 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 agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of the business of the limited partnership. See Oregon Statutes 70.005
  • Person: means an individual, partnership, limited partnership (domestic or foreign), association or corporation. See Oregon Statutes 70.005
  • Statute: A law passed by a legislature.
  • Trustee: A person or institution holding and administering property in trust.

(1) The general partner withdraws from the limited partnership as provided in ORS § 70.255 (1).

(2) The general partner ceases to be a member of the limited partnership as provided in ORS § 70.290.

(3) The general partner is removed as a general partner in accordance with the partnership agreement.

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

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

(b) Files a voluntary petition in bankruptcy;

(c) Is adjudicated a bankrupt or insolvent;

(d) Files a petition or answer seeking for the general partner any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or rule;

(e) 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

(f) 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.

(5) Unless otherwise provided in writing in the partnership agreement:

(a) If a proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or rule has not been dismissed on or before the 120th day after commencement of the proceeding;

(b) If an appointment, without the general partner’s consent, of a trustee, receiver or liquidator either of the general partner or of all or any substantial part of the general partner’s properties is not vacated or stayed on or before the 90th day after the appointment; or

(c) If an appointment described in paragraph (b) of this subsection is not vacated on or before the 90th day after expiration of the stay under paragraph (b) of this subsection.

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

(a) The death of the general partner.

(b) The entry of a judgment by a court of competent jurisdiction adjudicating the general partner incompetent to manage the general partner’s person or estate.

(7) 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.

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

(9) In the case of a general partner that is a corporation, the voluntary dissolution of the corporation, the involuntary dissolution of the corporation or the entry of a judgment or judicial order of involuntary dissolution of the corporation.

(10) In the case of an estate, the distribution by the fiduciary of the estate’s entire interest in the partnership. [1985 c.677 § 24; 1987 c.543 § 18]

 

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