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:

(1) the general partner withdraws from the limited partnership under Alaska Stat. § 32.11.250;

Terms Used In Alaska Statutes 32.11.160

  • 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 Alaska Statutes 32.11.900
  • 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 Alaska Statutes 32.11.900
  • 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 a valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business. See Alaska Statutes 32.11.900
  • person: includes a corporation, company, partnership, firm, association, organization, business trust, or society, as well as a natural person. See Alaska Statutes 01.10.060
  • Statute: A law passed by a legislature.
  • Trustee: A person or institution holding and administering property in trust.
  • writing: includes printing. See Alaska Statutes 01.10.060
(2) the general partner ceases to be a member of the limited partnership under Alaska Stat. § 32.11.330;
(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 reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under a statute, law, or regulation;
(E) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the general partner in a proceeding of the nature of those specified in (A) – (D) of this paragraph; or
(F) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the general partner or of all or a substantial part of the general partner’s properties;
(5) unless otherwise provided in writing in the partnership agreement, 120 days after the commencement of a proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under a statute, law, or regulation, the proceeding has not been dismissed, or if 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 a substantial part of the general partner’s properties, the appointment is not vacated or stayed or within 90 days after the expiration of a stay, the appointment is not vacated;
(6) in the case of a general partner who is a natural person,

(A) the general partner’s death; or
(B) the entry of an order by a court of competent jurisdiction adjudicating the general partner incompetent to manage the general partner’s person or the general partner’s 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 filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter; or
(10) in the case of an estate, the distribution by the fiduciary of the estate’s entire interest in the partnership.
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