A partner is dissociated from a partnership upon the occurrence of any of the following events:
 1. The partnership‘s having notice of the partner’s express will to withdraw as a partner or on a later date specified by the partner.

Terms Used In Iowa Code 486A.601

  • 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.
  • Business: includes every trade, occupation, and profession. See Iowa Code 486A.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.
  • Distribution: means a transfer of money or other property from a partnership to a partner in the partner's capacity as a partner or to the partner's transferee. See Iowa Code 486A.101
  • following: when used by way of reference to a chapter or other part of a statute mean the next preceding or next following chapter or other part. See Iowa Code 4.1
  • Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
  • 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.
  • Partnership: means an association of two or more persons to carry on as co-owners a business for profit formed under section 486A. See Iowa Code 486A.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 the agreement, whether written, oral, or implied, among the partners concerning the partnership, including amendments to the partnership agreement. See Iowa Code 486A.101
  • Property: means all property, real, personal, or mixed, tangible or intangible, or any interest in such property. See Iowa Code 486A.101
  • Transfer: includes an assignment, conveyance, lease, mortgage, deed, and encumbrance. See Iowa Code 486A.101
  • Trustee: A person or institution holding and administering property in trust.
 2. An event agreed to in the partnership agreement as causing the partner’s dissociation.
 3. The partner’s expulsion pursuant to the partnership agreement.
 4. The partner’s expulsion by the unanimous vote of the other partners if any of the following apply:

 a. It is unlawful to carry on the partnership business with that partner.
 b. There has been a transfer of all or substantially all of that partner’s transferable interest in the partnership, other than a transfer for security purposes, or a court order charging the partner’s interest, which has not been foreclosed.
 c. Within ninety days after the partnership notifies a corporate partner that it will be expelled 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.
 d. A partnership, limited partnership, or limited liability company that is a partner has been dissolved and its business is being wound up.
 5. On application by the partnership or another partner, the partner’s expulsion by judicial determination because of any of the following:

 a. The partner engaged in wrongful conduct that adversely and materially affected the partnership business.
 b. The partner willfully or persistently committed a material breach of the partnership agreement or of a duty owed to the partnership or the other partners under section 486A.404.
 c. The partner engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with the partner.
 6. The partner’s actions constituting any of the following:

 a. Becoming a debtor in bankruptcy.
 b. Executing an assignment for the benefit of creditors.
 c. Seeking, consenting to, or acquiescing in the appointment of a trustee, receiver, or liquidator of that partner or of all or substantially all of that partner’s property.
 d. Failing, within ninety days after the appointment, to have vacated or stayed the appointment of a trustee, receiver, or liquidator of the partner or of all or substantially all of the partner’s property obtained without the partner’s consent or acquiescence, or failing within ninety days after the expiration of a stay to have the appointment vacated.
 7. In the case of a partner who is an individual any of the following:

 a. The partner’s death.
 b. The appointment of a general guardian or general conservator for the partner.
 c. A judicial determination that the partner has otherwise become incapable of performing the partner’s duties under the partnership agreement.
 8. In the case of a partner that is a trust or is acting as a partner by virtue of being a trustee of a trust, distribution of the trust’s entire transferable interest in the partnership, but not merely by reason of the substitution of a successor trustee.
 9. In the case of a partner that is an estate or is acting as a partner by virtue of being a personal representative of an estate, distribution of the estate’s entire transferable interest in the partnership, but not merely by reason of the substitution of a successor personal representative.
 10. Termination of a partner who is not an individual, partnership, corporation, trust, or estate.
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