North Dakota Code 45-10.2-55 – (601) Dissociation as limited partner
1. A person does not have a right to dissociate as a limited partner before the termination of the limited partnership.
Terms Used In North Dakota Code 45-10.2-55
- 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.
- following: when used by way of reference to a chapter or other part of a statute means the next preceding or next following chapter or other part. See North Dakota Code 1-01-49
- Individual: means a human being. See North Dakota Code 1-01-49
- 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.
- Organization: includes a foreign or domestic association, business trust, corporation, enterprise, estate, joint venture, limited liability company, limited liability partnership, limited partnership, partnership, trust, or any legal or commercial entity. See North Dakota Code 1-01-49
- 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: includes a limited liability partnership registered under chapter 45-22. See North Dakota Code 1-01-49
- Person: means an individual, organization, government, political subdivision, or government agency or instrumentality. See North Dakota Code 1-01-49
- Trustee: A person or institution holding and administering property in trust.
2. A person is dissociated from a limited partnership as a limited partner upon the occurrence of any of the following events:
a. The limited partnership has notice of the express will of a person to withdraw as a limited partner or on a later date specified by the person; b. An event agreed to in the partnership agreement as causing the dissociation of a person as a limited partner; c. The expulsion of a person as a limited partner pursuant to the partnership agreement; d. The expulsion of a person as a limited partner by the unanimous consent of the other partners if:
(1) It is unlawful to carry on the activities of the limited partnership with the person as a limited partner; (2) There has been a transfer of all of the transferable interest of the person in the limited partnership, other than a transfer for security purposes, or a court order charging the interest of the person, which has not been foreclosed; (3) The person is a corporation and, within ninety 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 not revocation of the certificate of dissolution or no reinstatement of its charter or its right to conduct business; or
(4) The person is a limited liability company or partnership that has been dissolved and whose business is being wound up; e. On application by the limited partnership, the expulsion of the person as a limited partner by judicial order because:
(1) The person engaged in wrongful conduct that adversely and materially affected the activities of the limited partnership; (2) 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 45-10.2-35; or
(3) The person engaged in conduct relating to the activities of the limited partnership which make it not reasonably practicable to carry on the activities with the person as limited partner; f. In the case of a person who is an individual, the death of the person; g. 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 entire transferable interest in the limited partnership of the trust, but not merely by reason of the substitution of a successor trustee; h. 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 entire transferable interest of the estate in the limited partnership, but not merely by reason of the substitution of a successor personal representative; i. Termination of a limited partner that is not an individual, partnership, limited liability company, corporation, trust, or estate; and
j. The participation by limited partnership in a conversion or merger under section 45-10.2-94 through 45-10.2-106, if the limited partnership: (1) Is not the converted or surviving organization; or
(2) Is the converted or surviving organization but, as a result of the conversion or merger, the person ceases to be a limited partner.