A partner is dissociated from the partnership when one of the listed events happens, including notice of a will to dissociate, agreement-based events, expulsion, death, bankruptcy, termination, transfer of interests, or certain merger/conversion outcomes.
A person is dissociated from a partnership as a partner upon the occurrence of any of the following events: (1) the partnership has notice of the person’s express will to dissociate as a partner, except that if the person specifies a dissociation date later than the date the partnership had notice, then the person is dissociated as a partner on that later date; (2) an event stated in the partnership agreement as causing the person’s dissociation as a partner occurs; (3) the person is expelled as a partner pursuant to the partnership agreement; (4) the person is expelled as a partner by the unanimous consent of the other partners if: (A) it is unlawful to carry on the partnership’s business or not for profit activity with the person as a partner; (B) there has been a transfer of all of the person’s transferable interest in the partnership, other than a transfer for security purposes; (C) the person is an organization and, within 90 days after the partnership notifies the person that it will be expelled as a partner because it has filed a statement of dissolution or the equivalent, or its right to conduct business or not for profit activity has been suspended by its jurisdiction of formation, the statement of dissolution or the equivalent has not been revoked or its right to conduct business or not for profit activity has not been reinstated; or (D) the person is an organization and, within 90 days after the partnership notifies the person that it will be expelled as a partner because the person has been dissolved and its business or not for profit activity is being wound up, the organization has not been reinstated or the dissolution and winding up have not been revoked or cancelled; (5) on application by the partnership, the person is expelled as a partner by judicial order because the person: (A) has engaged, or is engaging, in wrongful conduct that has adversely and materially affected, or will adversely and materially affect, the partnership’s business or not for profit activity; (B) has willfully or persistently committed, or is willfully or persistently committing, a material breach of the partnership agreement or the person’s duty or obligation under this chapter or other applicable law; or (C) has engaged, or is engaging, in conduct relating to the business or not for profit activity of the partnership that makes it not reasonably practicable to carry on the business or not for profit activity with the person as partner; (6) in the case of a person who is an individual, and the person dies, there is appointed a guardian or general conservator for the person or there is a judicial determination that the person has otherwise become incapable of performing the person’s duties as a partner under this chapter or the partnership agreement; (7) the person becomes a debtor in bankruptcy, executes an assignment for the benefit of creditors, or seeks, consents, or acquiesces to the appointment of a trustee, receiver, or liquidator of the person or of all or substantially all of the person’s property; (8) in the case of a person that is a trust or is acting as a partner by virtue of being a trustee of a trust, the trust’s entire transferable interest in the partnership is distributed, but not solely by reason of the substitution of a successor trustee; (9) in the case of a person that is an estate or is acting as a partner by virtue of being a personal representative of an estate, the estate’s entire transferable interest in the partnership is distributed, but not solely by reason of the substitution of a successor personal representative; (10) in the case of a person that is not an individual, the legal existence of the person otherwise terminates; (11) the transfer of a partner’s entire remaining transferable interest to another partner; (12) the transfer of a partner’s entire remaining transferable interest to a transferee upon the transferee’s becoming a partner; or (13) the partnership’s participation in a conversion or merger under Article 9, or Article 8 of Chapter 1 of this title if the partnership: (A) is not the converted or surviving entity; or (B) is the converted or surviving entity but, as a result of the conversion or merger, the person ceases to be a partner.