Kentucky Statutes 362.445 – Events of withdrawal of general partner
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Except as approved by the specific written consent of all partners at the time, a person shall cease 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 KRS
362.463;
(2) The general partner ceases to be a member of the limited partnership as provided in
KRS 362.479;
(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 adjudged a bankrupt or insolvent or has entered against him an order for any relief in any bankruptcy or insolvency proceeding;
(d) Files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation;
(e) Files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him in any proceeding of this nature; or
(f) 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 properties.
(5) Unless otherwise provided in writing in the partnership agreement, one hundred twenty (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, if the proceeding has not been dismissed, or if within ninety (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 any substantial part of the general partner’s properties, the appointment has not been vacated or stayed, or ninety (90) days after the expiration of any such stay, the appointment has not been vacated.
(6) In the case of a general partner who is a natural person, his death or the entry of an order by a court of competent jurisdiction adjudicating him incompetent to manage his person or his property.
(7) In the case of a general partner who is acting as a general partner by virtue of being a trustee of a trust, upon 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, upon the dissolution and commencement of winding up of the separate partnership.
(9) In the case of a general partner that is a corporation, upon the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its certificate of incorporation or its equivalent; or
(10) In the case of a general partner that is an estate, upon the distribution by the fiduciary of the entire interest of the estate in the partnership.
Effective: June 26, 2007
History: Repeal the prior repeal contained in 2006 Ky. Acts ch. 149, sec. 239, which was to have been effective January 1, 2008, 2007 Ky. Acts ch. 137, sec. 180, effective June 26, 2007. — Repealed 2006 Ky. Acts ch. 149, sec. 239, effective January 1, 2008. — 1988 Ky. Acts ch. 284, sec. 23, effective July 15, 1988.
(1) The general partner withdraws from the limited partnership as provided in KRS
Terms Used In Kentucky Statutes 362.445
- Answer: The formal written statement by a defendant responding to a civil complaint and setting forth the grounds for defense.
- 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.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Corporation: may extend and be applied to any corporation, company, partnership, joint stock company, or association. See Kentucky Statutes 446.010
- Fiduciary: A trustee, executor, or administrator.
- 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.
- 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: includes both general and limited partnerships. See Kentucky Statutes 446.010
- Statute: A law passed by a legislature.
- Trustee: A person or institution holding and administering property in trust.
362.463;
(2) The general partner ceases to be a member of the limited partnership as provided in
KRS 362.479;
(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 adjudged a bankrupt or insolvent or has entered against him an order for any relief in any bankruptcy or insolvency proceeding;
(d) Files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation;
(e) Files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him in any proceeding of this nature; or
(f) 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 properties.
(5) Unless otherwise provided in writing in the partnership agreement, one hundred twenty (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, if the proceeding has not been dismissed, or if within ninety (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 any substantial part of the general partner’s properties, the appointment has not been vacated or stayed, or ninety (90) days after the expiration of any such stay, the appointment has not been vacated.
(6) In the case of a general partner who is a natural person, his death or the entry of an order by a court of competent jurisdiction adjudicating him incompetent to manage his person or his property.
(7) In the case of a general partner who is acting as a general partner by virtue of being a trustee of a trust, upon 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, upon the dissolution and commencement of winding up of the separate partnership.
(9) In the case of a general partner that is a corporation, upon the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its certificate of incorporation or its equivalent; or
(10) In the case of a general partner that is an estate, upon the distribution by the fiduciary of the entire interest of the estate in the partnership.
Effective: June 26, 2007
History: Repeal the prior repeal contained in 2006 Ky. Acts ch. 149, sec. 239, which was to have been effective January 1, 2008, 2007 Ky. Acts ch. 137, sec. 180, effective June 26, 2007. — Repealed 2006 Ky. Acts ch. 149, sec. 239, effective January 1, 2008. — 1988 Ky. Acts ch. 284, sec. 23, effective July 15, 1988.