A limited partnership is dissolved and its affairs must be wound up upon the happening of the first to occur of the following:

(1) at the time specified in the certificate of limited partnership;

Terms Used In South Carolina Code 33-42-1410

  • Certificate of limited partnership: means the certificate referred to in § 33-42-210, any certificate of limited partnership filed with the office of the Secretary of State in connection with the formation of a limited partnership under any applicable statute of this State prior to the effective date of this chapter, and any such certificate as amended, or restated. See South Carolina Code 33-42-20
  • Event of withdrawal of a general partner: means an event that causes a person to cease to be a general partner as provided in § 33-42-620. See South Carolina Code 33-42-20
  • 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 South Carolina Code 33-42-20
  • Partner: means a limited or general partner. See South Carolina Code 33-42-20
  • 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 its business. See South Carolina Code 33-42-20

(2) upon the happening of events specified in writing in the partnership agreement;

(3) written consent of all partners;

(4) an event of withdrawal of a general partner unless (a) at the time there is at least one other general partner and the written provisions of the partnership agreement permit the business of the limited partnership to be carried on by the remaining general partner and that partner does so, or (b) within ninety days after the withdrawal, all remaining partners agree in writing to continue the business of the limited partnership and pursuant to § 33-42-610 to the admission of one or more additional or substitute general partners if necessary or desired; or

(5) entry of a decree of judicial dissolution under § 33-42-1420.