Section 32.06.601. Events causing partner's dissociation.

A partner is dissociated from a partnership upon the occurrence of any of the following events:
        (1) when the partnership has notice of the partner's express will to withdraw as a partner unless a later date is specified by the partner;
        (2) an event agreed to in the partnership agreement as causing the partner's dissociation;
        (3) the partner's expulsion under the partnership agreement;
        (4) the partner's expulsion by the unanimous vote of the other partners if
             (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 that has not been foreclosed;
             (C) within 90 days after the partnership notifies a corporate partner that it will be expelled because the corporate partner has filed a certificate of dissolution or the equivalent, the corporate partner's charter has been revoked, or the corporate partner's right to conduct business has been suspended by the jurisdiction of its incorporation, the certificate of dissolution is not revoked or the charter or right to conduct business is not reinstated; or
             (D) the partner is a partnership that 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 the partner
             (A) engaged in wrongful conduct that adversely and materially affected the partnership business;
             (B) wilfully or persistently committed a material breach of the partnership agreement or of a duty owed to the partnership or the other partners under AS 32.06.404; or
             (C) engaged in conduct relating to the partnership business that makes it not reasonably practicable to carry on the business in partnership with the partner;
        (6) the partner
             (A) becomes a debtor in bankruptcy;
             (B) executes an assignment for the benefit of creditors;
             (C) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of that partner or of all or substantially all of that partner's property; or
             (D) fails, within 90 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 fails within 90 days after the expiration of a stay to have the appointment vacated;
        (7) in the case of a partner who is an individual,
             (A) the partner's death;
             (B) the appointment of a guardian or general conservator for the partner; or
             (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 the substitution of a successor trustee does not by itself qualify as a distribution under this paragraph;
        (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 the substitution of a successor personal representative does not by itself qualify as a distribution under this paragraph; or
        (10) termination of a partner who is not an individual, a partnership, a corporation, a trust, or an estate.

Authorities

32.06.405;32.06.602;32.06.801;32.06.960

Notes

References

AS 32.06.405 Actions by partnership and partners.
AS 32.06.602 Partner's power to dissociate; wrongful dissociation.
AS 32.06.801 Events causing dissolution and winding up of partnership business.
AS 32.06.960 Effect of partnership agreement; nonwaivable provisions.

History

(Sec. 6 ch 115 SLA 2000)