PERSON’S POWER TO DISSOCIATE AS GENERAL PARTNER; WRONGFUL DISSOCIATION.
(a) A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by express will pursuant to paragraph (1) of Section 54 of this act.
(b) A person’s dissociation as a general partner is wrongful only if:
(1) it is in breach of an express provision of the partnership agreement; or
(2) it occurs before the cessation of the limited partnership, and:
(A)the person withdraws as a general partner by express will;
(B)the person is expelled as a general partner by judicial determination under paragraph (5) of Section 54 of this act;
(C)the person is dissociated as a general partner by becoming a debtor in bankruptcy; or
(D)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.
(c) A person that wrongfully dissociates as a general partner is liable to the limited partnership and, subject to Section 83 of this act, 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.
Added by Laws 2010, c. 384, § 55, eff. Jan. 1, 2011.
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