488.604 Person’s power to dissociate as general partner — wrongful dissociation.
1. A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by express will pursuant to section 488.603, subsection 1.
2. A person’s dissociation as a general partner is wrongful only if either of the following applies:
a. The dissociation is in breach of an express provision of the partnership agreement.
b. The dissociation occurs before the termination of the limited partnership, and at least one of the following also applies:
(1) The person withdraws as a general partner by express will.
(2) The person is expelled as a general partner by judicial determination under section 488.603, subsection 5.
(3) The person is dissociated as a general partner by becoming a debtor in bankruptcy.
(4) In the case of a person that is not an individual, trust other than a business trust, or estate, the person is expelled or otherwise dissociated as a general partner because it willfully dissolved or terminated.
3. A person that wrongfully dissociates as a general partner is liable to the limited partnership and, subject to section 488.1001, to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the general partner to the limited partnership or to the other partners.
2004 Acts, ch 1021, §55, 118
Referred to in §488.110
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