Except as approved by the specific written consent of all partners at the time, a person ceases to be a general partner of a limited partnership upon the happening of any of the following events of withdrawal:

Terms Used In Ohio Code 1782.23

  • 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.
  • 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 has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner. See Ohio Code 1782.01
  • in writing: includes any representation of words, letters, symbols, or figures; this provision does not affect any law relating to signatures. See Ohio Code 1.59
  • Partner: means a limited or general partner. See Ohio Code 1782.01
  • 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 valid written or oral agreement of the partners as to the affairs of a limited partnership and the conduct of its business. See Ohio Code 1782.01
  • Person: means any natural person; partnership, limited partnership, trust, estate, association, limited liability company, or corporation; any custodian, nominee, trustee, executor, administrator, or other fiduciary; or any other individual or entity in its own or any representative capacity. See Ohio Code 1782.01
  • Rule: includes regulation. See Ohio Code 1.59
  • Statute: A law passed by a legislature.
  • Trustee: A person or institution holding and administering property in trust.

(A) The general partner withdraws from the limited partnership as provided in section 1782.32 of the Revised Code;

(B) The general partner ceases to be a general partner of the limited partnership as provided in section 1782.40 of the Revised Code;

(C) The general partner is removed as a general partner in accordance with the partnership agreement;

(D) Unless otherwise provided in writing in the partnership agreement, the general partner does one of the following:

(1) Makes an assignment for the benefit of creditors;

(2) Files a voluntary petition in bankruptcy;

(3) Is adjudicated a bankrupt or insolvent;

(4) Files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or rule;

(5) Files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him in any proceeding described in division (D)(4) of this section;

(6) 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 properties.

(E) Unless otherwise provided in writing in the partnership agreement, one hundred twenty days have elapsed 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 rule and the proceeding has not been dismissed, or within ninety days after an appointment, without his consent or acquiescence, of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of his properties, the appointment is not vacated or stayed, or within ninety days after the expiration of such a stay, the appointment is not vacated;

(F) In the case of a general partner who is a natural person, his death or the entry by a court adjudicating him an incompetent, as defined in section 2111.01 of the Revised Code;

(G) 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;

(H) In the case of a general partner that is a separate partnership, the dissolution and commencement of winding up of the separate partnership;

(I) 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 unless the charter is reinstated within ninety days after the revocation;

(J) In the case of a general partner that is an estate, the distribution by the fiduciary of the estate’s entire interest in the partnership;

(K) 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.

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