35-12-802. When person ceases to be general partner of limited partnership. Except as otherwise approved by the specific written consent, at the time, of all partners, a person ceases to be a general partner of a limited partnership on the happening of any of the following events:
     (1) the general partner withdraws from the limited partnership as provided in 35-12-1002;
     (2) the general partner ceases to be a member of the limited partnership as provided in 35-12-1102;
     (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 any petition or answer seeking for the general partner any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or administrative rule;
     (e) files any answer or other pleading admitting or failing to contest the material allegations of a petition filed against the general partner in any proceeding of this nature; or
     (f) seeks, consents to, or acquiesces in the appointment of any trustee, receiver, or liquidator of the general partner or of all or any substantial part of the general partner's properties;
     (5) unless otherwise provided in writing in the partnership agreement, if, within 120 days after the commencement of any proceeding against the general partner seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or administrative rule, the proceeding has not been dismissed or if, within 90 days after the appointment without the general partner's consent or acquiescence of any trustee, receiver, or liquidator of the general partner or of all or any substantial part of the general partner's properties, the appointment is not vacated or stayed or if, within 90 days after the expiration of any 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 by a court of competent jurisdiction adjudicating the general partner incompetent to manage the general partner's person or property;
     (7) in the case of a general partner who is acting as general partner in the capacity of 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 partnership, the dissolution and commencement of winding up of the 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; and
     (10) in the case of an estate, the distribution by the fiduciary of all of the estate's interest in the partnership.

     History: En. Sec. 26, Ch. 522, L. 1981; amd. Sec. 20, Ch. 268, L. 1997.