Arizona Laws 29-1051. Events causing partner’s dissociation
A partner is dissociated from a partnership on the occurrence of any of the following events:
Terms Used In Arizona Laws 29-1051
- Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
- Business: includes every trade, occupation and profession. See Arizona Laws 29-1001
- Distribution: means a transfer of money or other property from a partnership to a partner in the partner's capacity as a partner or to the partner's transferee. See Arizona Laws 29-1001
- Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Limited partnership: means a limited partnership created under chapter 3 of this title, predecessor law or comparable law of another jurisdiction. See Arizona Laws 29-1001
- Partner: means a general partner and, for purposes of article 9 of this chapter, both a general partner and a limited partner. See Arizona Laws 29-1001
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Partnership: means an association or entity formed under section 29-1012, a predecessor law or a comparable law of another jurisdiction. See Arizona Laws 29-1001
- Partnership agreement: means the agreement, whether written, oral or implied, among the partners concerning the partnership, including amendments to the partnership agreement. See Arizona Laws 29-1001
- Property: means all property, real, personal or mixed, tangible or intangible, or any interest in such property. See Arizona Laws 29-1001
- Transfer: includes an assignment, conveyance, lease, mortgage, deed and encumbrance. See Arizona Laws 29-1001
- Trustee: A person or institution holding and administering property in trust.
- Wilfully: means , with respect to conduct or to a circumstance described by a statute defining an offense, that a person is aware or believes that the person's conduct is of that nature or that the circumstance exists. See Arizona Laws 1-215
1. The partnership‘s having notice of the partner’s express will to withdraw as a partner or on a later date specified by the partner.
2. An event agreed to in the partnership agreement as causing the partner’s dissociation.
3. The partner’s expulsion pursuant to the partnership agreement.
4. The partner’s expulsion by the unanimous vote of the other partners if either:
(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 that has not been foreclosed, or a court order charging the partner’s interest, that has not been foreclosed.
(c) Within ninety days after the partnership notifies a corporate partner that it will be expelled because it has filed a certificate of dissolution or the equivalent, its charter has been revoked or its right to conduct business has been suspended by the jurisdiction of its incorporation, there is no revocation of the certificate of dissolution or no reinstatement of its charter or its right to conduct business.
(d) A partnership, limited partnership or limited liability company that is a partner 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 either:
(a) The partner engaged in wrongful conduct that adversely and materially affected the partnership business.
(b) The partner wilfully or persistently committed a material breach of the partnership agreement or of a duty owed to the partnership or the other partners under section 29-1034.
(c) The partner 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 either:
(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.
(d) Fails, within ninety 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 ninety days after the expiration of a stay to have the appointment vacated.
7. In the case of a partner who is an individual either:
(a) The partner’s death.
(b) The appointment of a guardian or general conservator for the partner.
(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 not merely by reason of the substitution of a successor trustee.
9. In the case of a partner that is an estate or that 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 not merely by reason of the substitution of a successor personal representative.
10. Termination of a partner’s existence.