North Dakota Code 45-10.2-57 – (603) Dissociation as general partner
A person is dissociated from a limited partnership as a general partner upon the occurrence of any of the following events:
Terms Used In North Dakota Code 45-10.2-57
- 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.
- 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
- 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.
- 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.
- 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
- Property: includes property, real and personal. See North Dakota Code 1-01-49
- Trustee: A person or institution holding and administering property in trust.
1. The limited partnership having notice of the express will of a person to withdraw as a general partner or on a later date specified by the person; 2. An event agreed to in the partnership agreement as causing the dissociation of a person as a general partner; 3. The expulsion of a person as a general partner pursuant to the partnership agreement; 4. The expulsion of a person as a general partner by the unanimous consent of the other partners if:
a. It is unlawful to carry on the activities of the limited partnership with the person as a general partner; b. There has been a transfer of all or substantially all of the transferable interest of a person in the limited partnership, other than a transfer for security purposes, or a court order charging the interest of a person, which has not been foreclosed; c. The person is a corporation and, within ninety days after the limited partnership notifies the person that it will be expelled as a general partner because it 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 expulsion of a person as a general partner by judicial determination because:
a. The person engaged in wrongful conduct that adversely and materially affected the limited partnership activities; b. The person 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 45-10.2-44; or
c. The person engaged in conduct relating to the activities of the limited partnership which makes it not reasonably practicable to carry on the activities of the limited partnership with the person as a general partner; 6. The person:
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 the person or of all or substantially all of the property of the person; or
d. Failing, within ninety days after the appointment, to have vacated or stayed the appointment of a trustee, receiver, or liquidator of the general partner or of all or substantially all of the property of the person obtained without the consent or acquiescence of the person, or failing within ninety days after the expiration of a stay to have the appointment vacated; 7. In the case of a person who is an individual:
a. The death of the person; b. The appointment of a guardian or general conservator for the person; or
c. A judicial determination that the person has otherwise become incapable of performing the duties as a general partner under the partnership agreement; 8. In the case of a person that is a trust or is acting as a general partner by virtue of being a trustee of a trust, distribution of the entire transferable interest of the trust in the limited partnership, but not merely by reason of the substitution of a successor trustee; 9. In the case of a person that is an estate or is acting as a general 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; 10. Termination of a general partner that is not an individual, partnership, limited liability company, corporation, trust, or estate; or
11. The participation of the limited partnership in a conversion or merger under section 45-10.2-94 through 45-10.2-106, if the limited partnership:
a. Is not the converted or surviving organization; or
b. Is the converted or surviving organization but, as a result of the conversion or merger, the person ceases to be a general partner.