§1391. Nonjudicial dissolution






Except as otherwise provided in section 1392, a limited partnership is dissolved,
and its activities must be wound up, only upon the occurrence of any of the following: [2005, c. 543, Pt. C, §2 (NEW).]








1. Event specified in partnership agreement. 
The happening of an event specified in the partnership agreement;


[
2005, c. 543, Pt. C, §2 (NEW)
.]








2. Consent. 
The consent of all general partners and of limited partners owning a majority of
the rights to receive distributions as limited partners at the time the consent is
to be effective;


[
2005, c. 543, Pt. C, §2 (NEW)
.]








3. Dissociation of general partner. 
After the dissociation of a person as a general partner:





A. If the limited partnership has at least one remaining general partner, the consent
to dissolve the limited partnership given within 90 days after the dissociation by
partners owning a majority of the rights to receive distributions as partners at the
time the consent is to be effective; or [2005, c. 543, Pt. C, §2 (NEW).]










B. If the limited partnership does not have a remaining general partner, the passage
of 90 days after the dissociation, unless before the end of the period:





(1) Consent to continue the activities of the limited partnership and admit at least
one general partner is given by limited partners owning a majority of the rights to
receive distributions as limited partners at the time the consent is to be effective;
and








(2) At least one person is admitted as a general partner in accordance with the
consent; [2005, c. 543, Pt. C, §2 (NEW).]










[
2005, c. 543, Pt. C, §2 (NEW)
.]








4. Dissociation of last limited partner. 
The passage of 90 days after the dissociation of the limited partnership's last
limited partner, unless before the end of the period the limited partnership admits
at least one limited partner; or


[
2005, c. 543, Pt. C, §2 (NEW)
.]








5. Declaration of dissolution. 
The signing and filing of a declaration of dissolution by the Secretary of State
under section 1399, subsection 3.


[
2005, c. 543, Pt. C, §2 (NEW)
.]





SECTION HISTORY

2005, c. 543, §C2 (NEW).