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The Vermont Statutes Online



Title

11

:
Corporations, Partnerships and Associations






Chapter

023

:
LIMITED PARTNERSHIPS






Subchapter

004
:
GENERAL PARTNERS










 

§

3432. 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 as provided in section 3452 of

this title;

(2) the general

partner ceases to be a member of the limited partnership as provided in section

3462 of this title;

(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: makes an assignment for the benefit of creditors; files a voluntary

petition in bankruptcy; is adjudicated a bankrupt or insolvent; files a

petition or answer seeking for himself or herself any reorganization,

arrangement, composition, readjustment, liquidation, dissolution, or similar

relief under any statute, law, or regulation; files an answer or other pleading

admitting or failing to contest the material allegations of a petition filed

against him or her in any proceeding of this nature; or 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 or her properties;

(5) unless

otherwise provided in writing in the partnership agreement, 120 days 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 regulation, the

proceeding has not been dismissed, or if within 90 days after the appointment

without his or her consent or acquiescence of a trustee, receiver, or

liquidator of the general partner or of all or any substantial part of his or

her properties, the appointment is not vacated or stayed or within 90 days

after the expiration of any such stay, the appointment is not vacated;

(6) in the case

of a general partner who is a natural person,

(A) his or her

death; or

(B) the entry of

an order by a court of competent jurisdiction adjudicating him or her

incompetent to manage his or her person or his or her 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. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)