(a) A person ceases to be a general partner of a limited partnership upon the happening of any of the following events:

lawyer at desk

Ask a business law question, get an answer ASAP!
Thousands of highly rated, verified business lawyers.
Click here to chat with a lawyer about your rights.

Terms Used In Tennessee Code 61-2-402

  • 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.
  • 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 is so named in the certificate of limited partnership or similar instrument under which the limited partnership is organized, if so required. See Tennessee Code 61-2-101
  • 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 partner: means a person who has been admitted to a limited partnership as a limited partner as provided in §. See Tennessee Code 61-2-101
  • Partner: means a limited or general partner. See Tennessee Code 61-2-101
  • 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 agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business. See Tennessee Code 61-2-101
  • Person: means a natural person, a foreign or domestic partnership (whether general or limited), trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity. See Tennessee Code 61-2-101
  • Property: includes both personal and real property. See Tennessee Code 1-3-105
  • Statute: A law passed by a legislature.
  • Trustee: A person or institution holding and administering property in trust.
  • written: includes printing, typewriting, engraving, lithography, and any other mode of representing words and letters. See Tennessee Code 1-3-105
(1) The general partner withdraws from the limited partnership as provided in § 61-2-602;
(2) The general partner ceases to be a general partner of the limited partnership as provided in § 61-2-702;
(3) The general partner is removed as a general partner in accordance with the partnership agreement;
(4) Unless otherwise provided in the partnership agreement, or with the approval of all partners, the general partner:

(A) Makes an assignment for the benefit of creditors;
(B) Files a voluntary petition in bankruptcy;
(C) Is adjudged bankrupt or insolvent, or has entered against him an order for 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 the partnership agreement, or with the approval of all partners, 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, the proceeding has not been dismissed, or if within ninety (90) days after the appointment without his consent or acquiescence of a trustee, receiver or liquidator of the general partner or of all or any substantial part of his properties, the appointment is not vacated or stayed, or within ninety (90) days after the expiration of any such stay, the appointment is not vacated;
(6) In the case of a general partner who is a natural person:

(A) His death; or
(B) The entry 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, 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, the dissolution and commencement of winding up of the separate 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 the expiration of ninety (90) days after the date of notice to the corporation of administrative dissolution or revocation without a reinstatement of its charter; or
(10) Unless otherwise provided in the partnership agreement, or with the written consent of all partners in the case of a general partner that is an estate, the distribution by the fiduciary of the estate’s entire interest in the limited partnership.
(b) A general partner who suffers an event that with the passage of the specified period becomes an event of withdrawal under subdivisions (a)(4), (5) or (9) shall notify each other general partner, or in the event that there is no other general partner, each limited partner, of the occurrence of the event within thirty (30) days after the date of its occurrence.
  Previous section
Next section  
 Part 4 Contents