Section 32.11.160. Events of withdrawal.

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:
        (1) the general partner withdraws from the limited partnership under AS 32.11.250;
        (2) the general partner ceases to be a member of the limited partnership under AS 32.11.330;
        (3) the general partner is removed as a general partner in accordance with the partnership agreement;
        (4) unless otherwise provided in writing in the partnership agreement, the general partner
             (A) makes an assignment for the benefit of creditors;
             (B) files a voluntary petition in bankruptcy;
             (C) is adjudicated a bankrupt or insolvent;
             (D) files a petition or answer seeking for the general partner reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under a statute, law, or regulation;
             (E) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the general partner in a proceeding of the nature of those specified in (A) - (D) of this paragraph; or
             (F) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the general partner or of all or a substantial part of the general partner's properties;
        (5) unless otherwise provided in writing in the partnership agreement, 120 days after the commencement of a proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under a statute, law, or regulation, the proceeding has not been dismissed, or if within 90 days after the appointment without the general partner's consent or acquiescence of a trustee, receiver, or liquidator of the general partner or of all or a substantial part of the general partner's properties, the appointment is not vacated or stayed or within 90 days after the expiration of a stay, the appointment is not vacated;
        (6) in the case of a general partner who is a natural person,
             (A) the general partner's death; or
             (B) the entry of an order by a court of competent jurisdiction adjudicating the general partner incompetent to manage the general partner's person or the general partner's estate;
        (7) 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;
        (8) in the case of a general partner that is a separate partnership, the dissolution and commencement of winding up of the separate partnership;
        (9) 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; or
        (10) in the case of an estate, the distribution by the fiduciary of the estate's entire interest in the partnership.

Authorities

32.11.900

Notes

References

AS 32.11.900 Definitions.

History

(Sec. 1 ch 128 SLA 1992)