Delaware Code Title 6 Sec. 17-402 – Events of withdrawal
(a) 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 as provided in § 17-602 of this title;
(2) The general partner ceases to be a general partner of the limited partnership as provided in § 17-702 of this title;
(3) The general partner is removed as a general partner in accordance with the partnership agreement;
(4) Unless otherwise provided in the partnership agreement, or with the consent of all partners, the general partner:
a. Makes an assignment for the benefit of creditors;
b. Files a voluntary petition in bankruptcy;
c. Is adjudged a bankrupt or insolvent, or has entered against him or her an order for relief in any bankruptcy or insolvency proceeding;
d. Files a petition or answer seeking for himself or herself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation;
e. Files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him or her 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 his or her properties;
(5) Unless otherwise provided in the partnership agreement, or with the consent of all partners, 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 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 any substantial part of his or her properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such 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 by a court of competent jurisdiction adjudicating the general partner incompetent to manage his or her person or property;
(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 and the expiration of 90 days after the date of notice to the corporation of revocation without a reinstatement of its charter;
(10) Unless otherwise provided in the partnership agreement, or with the consent of all partners, in the case of a general partner that is an estate, the distribution by the fiduciary of the estate’s entire interest in the limited partnership;
(11) In the case of a general partner that is a limited liability company, the dissolution and commencement of winding up of the limited liability company; or
(12) In the case of a general partner who is not an individual, partnership, limited liability company, corporation, trust or estate, the termination of the general partner.
Terms Used In Delaware Code Title 6 Sec. 17-402
- 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.
- Bankruptcy: means an event that causes a person to cease to be a member as provided in § 18-304 of this title. See Delaware Code Title 6 Sec. 18-101
- 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 is named as a general partner in the certificate of limited partnership or similar instrument under which a limited partnership is formed if so required and who is admitted to the limited partnership as a general partner in accordance with the partnership agreement or this chapter, and includes a general partner of the limited partnership generally and a general partner associated with a series of the limited partnership. See Delaware Code Title 6 Sec. 17-101
- 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.
- Limited partner: means a person who is admitted to a limited partnership as a limited partner as provided in § 17-301 of this title, and includes a limited partner of the limited partnership generally and a limited partner associated with a series of the limited partnership. See Delaware Code Title 6 Sec. 17-101
- Partner: means a limited or general partner. See Delaware Code Title 6 Sec. 17-101
- 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 agreement, written, oral or implied, of the partners as to the affairs of a limited partnership and the conduct of its business. See Delaware Code Title 6 Sec. 17-101
- Person: means a natural person, partnership (whether general or limited), limited liability company, trust (including a common law trust, business trust, statutory trust, voting trust or any other form of trust), estate, association (including any group, organization, co-tenancy, plan, board, council or committee), corporation, government (including a country, state, county or any other governmental subdivision, agency or instrumentality), custodian, nominee or any other individual or entity (or series thereof) in its own or any representative capacity, in each case, whether domestic or foreign. See Delaware Code Title 6 Sec. 17-101
- Statute: A law passed by a legislature.
- Trustee: A person or institution holding and administering property in trust.
(b) A general partner who suffers an event that with the passage of the specified period becomes an event of withdrawal under paragraph (a)(4) or (5) of this section shall notify each other general partner, or in the event that there is no other general partner, each limited partner, of the occurrence of the event within 30 days after the date of occurrence of the event of withdrawal.
6 Del. C. 1953, § ?1720; 59 Del. Laws, c. 105, § ?1; 63 Del. Laws, c. 420, § ?1; 65 Del. Laws, c. 188, § ?1; 66 Del. Laws, c. 316, §§ ?38-43; 69 Del. Laws, c. 258, § ?33; 70 Del. Laws, c. 186, § ?1; 72 Del. Laws, c. 128, § ?11; 80 Del. Laws, c. 269, § 6;