(a) A person does not have a right to dissociate as a limited partner before the termination of the limited partnership.
     (b) A person is dissociated from a limited partnership as a limited partner upon the occurrence of any of the following events:

Terms Used In Illinois Compiled Statutes 805 ILCS 215/601

  • 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.
  • individual: shall include every infant member of the species homo sapiens who is born alive at any stage of development. See Illinois Compiled Statutes 5 ILCS 70/1.36
  • 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.
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • 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.
  • Trustee: A person or institution holding and administering property in trust.

         (1) the limited partnership’s having notice of the
    
person’s express will to withdraw as a limited partner or on a later date specified by the person;
        (2) an event agreed to in the partnership agreement
    
as causing the person’s dissociation as a limited partner;
        (3) the person’s expulsion as a limited partner
    
pursuant to the partnership agreement;
        (4) the person’s expulsion as a limited partner by
    
the unanimous consent of the other partners if:
            (A) it is unlawful to carry on the limited
        
partnership’s activities with the person as a limited partner;
            (B) there has been a transfer of all of the
        
person’s transferable interest in the limited partnership, other than a transfer for security purposes, or a court order charging the person’s interest, which has not been foreclosed;
            (C) the person is a corporation and, within 90
        
days after the limited partnership notifies the person that it will be expelled as a limited partner because it has filed a certificate of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, there is no revocation of the certificate of dissolution or no reinstatement of its charter or its right to conduct business; or
            (D) the person is a limited liability company or
        
partnership that has been dissolved and whose business is being wound up;
        (5) on application by the limited partnership, the
    
person’s expulsion as a limited partner by judicial order because:
            (A) the person engaged in wrongful conduct that
        
adversely and materially affected the limited partnership’s activities;
            (B) the person willfully or persistently
        
committed a material breach of the partnership agreement or of the obligation of good faith and fair dealing under Section 305(b); or
            (C) the person engaged in conduct relating to the
        
limited partnership’s activities which makes it not reasonably practicable to carry on the activities with the person as limited partner;
        (6) in the case of a person who is an individual, the
    
person’s death;
        (7) in the case of a person that is a trust or is
    
acting as a limited partner by virtue of being a trustee of a trust, distribution of the trust’s entire transferable interest in the limited partnership, but not merely by reason of the substitution of a successor trustee;
        (8) in the case of a person that is an estate or is
    
acting as a limited partner by virtue of being a personal representative of an estate, distribution of the estate’s entire transferable interest in the limited partnership, but not merely by reason of the substitution of a successor personal representative;
        (9) termination of a limited partner that is not an
    
individual, partnership, limited liability company, corporation, trust, or estate;
        (10) the limited partnership’s participation in a
    
conversion or merger under Article 11, if the limited partnership:
            (A) is not the converted or surviving entity; or
             (B) is the converted or surviving entity but, as
        
a result of the conversion or merger, the person ceases to be a limited partner.
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