Michigan Laws 449.1402 – Events causing cessation as general partner
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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 602.
Terms Used In Michigan Laws 449.1402
- 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.
- Certificate of limited partnership: means the certificate, and the certificate as amended or restated, referred to in section 201. See Michigan Laws 449.1101
- 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.
- Fiduciary: A trustee, executor, or administrator.
- General partner: means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner. See Michigan Laws 449.1101
- 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.
- Partner: means a limited or general partner. See Michigan Laws 449.1101
- 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 agreement: means any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business. See Michigan Laws 449.1101
- Person: means a natural person, partnership, domestic or foreign limited partnership, trust, estate, association, or corporation, or any other legal entity. See Michigan Laws 449.1101
- Statute: A law passed by a legislature.
- Trustee: A person or institution holding and administering property in trust.
(2) The general partner is removed as a general partner in accordance with the partnership agreement.
(3) Unless otherwise provided in the certificate of limited partnership, the general partner: (i) makes an assignment for the benefit of creditors; (ii) files a voluntary petition in bankruptcy; (iii) is adjudicated a bankrupt or insolvent; (iv) 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; (v) 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 (vi) 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.
(4) Unless otherwise provided in the certificate of limited partnership, 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.
(5) In the case of a general partner who is a natural person:
(i) His or her death.
(ii) The entry of an order by a court of competent jurisdiction adjudicating the general partner to be legally incapacitated or unable or incompetent to manage his or her person or estate.
(6) 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.
(7) In the case of a general partner that is a separate partnership, the dissolution and commencement of winding up of the separate partnership.
(8) In the case of a general partner that is a corporation, the dissolution of the corporation or the revocation of its charter.
(9) In the case of an estate, the distribution by the fiduciary of the estate’s entire interest in the partnership.
(10) In the case of a general partner that is any other legal entity, the cessation of the legal existence of the legal entity.
(11) Any event specified in the partnership agreement as resulting in a person ceasing to be a general partner.