2023 New York Laws › PTR - Partnership › Article 8-A - Revised Limited Partnership Act › 121-402 - Events of Withdrawal of a General Partner.

§  121-402. Events of withdrawal of a general partner. A person ceases
to be a general partner of a limited partnership upon the  happening  of
any of the following events:
(a)  the  general  partner  withdraws  from the limited partnership as
provided in section 121-602 of this article;
(b) the general partner ceases to be a general partner as provided  in
section 121-702 of this article;
(c)  the  general  partner  is  removed as a general partner as may be
provided in the partnership agreement;
(d) unless otherwise provided in the partnership agreement or approved
by all partners, the general partner (i) makes  an  assignment  for  the
benefit  of  creditors, (ii) is the subject of an order for relief under
Title 11 of the United States Code, (iii) files  a  petition  or  answer
seeking   for  himself  any  reorganization,  arrangement,  composition,
readjustment, liquidation, dissolution,  or  similar  relief  under  any
statute,  law,  or  regulation,  (iv) 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 (v) 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;
(e) unless otherwise provided in the partnership agreement or approved
by  all  partners,  (i)  if  within  one  hundred  twenty 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 stayed, or within ninety days
after the expiration of any such  stay,  the  proceeding  has  not  been
dismissed,  or  (ii) if within ninety 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  days  after  the
expiration of any such stay, the appointment is not vacated;
(f)  in the case of a general partner who is a natural person, (i) his
death or  (ii)  the  entry  of  a  judgment  by  a  court  of  competent
jurisdiction  adjudicating  him  incompetent to manage his person or his
property;
(g) 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);
(h) in the case of a general partner that is a partnership, unless the
partnership agreement of such partnership provides for the right of  any
one or more of the partners of such partnership to continue the business
of   such   partnership  and  such  partnership  is  so  continued,  the
dissolution and commencement of winding up of such partnership;
(i) 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;
(j)  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; or
(k)  in  the  case  of  a  general partner that is a limited liability
company, unless  the  operating  agreement  of  such  limited  liability
company  provides  for the right of any member of such limited liability
company to continue the  limited  liability  company  and  such  limited
liability  company  is so continued, the dissolution and commencement of
winding up of such limited liability company.