KRS 362.1-601: Events causing partner's dissociation.

A partner is dissociated from a partnership upon the occurrence of any of the following

events:

(1) When the partnership has notice of the partner's express will to withdraw as a

partner unless a later date is specified by the partner in the notice;

(2) An event agreed to in the partnership agreement as causing the partner's

dissociation;

(3) The partner's expulsion pursuant to the partnership agreement;

(4) The partner's expulsion by the unanimous vote of the other partners if:

(a) It is unlawful to carry on the partnership business with that partner;

(b) There has been a transfer of all or substantially all of that partner's transferable

interest in the partnership, other than a transfer for security purposes that has

not been foreclosed, or a court order charging the partner's interest, which has

not been foreclosed;

(c) Within ninety (90) days after the partnership notifies a corporate partner that it

will be expelled because it has filed a certificate of dissolution or the

equivalent, its charter has bee n revoked, or its right to conduct business has

been suspended by the jurisdiction of its incorporation, there is no revocation

of the certificate of dissolution or no reinstatement of its charter or its right to

conduct business; or

(d) A partnership that is a partner has been dissolved and its business is being

wound up;

(5) On application by the partnership or another partner, the partner's expulsion by

judicial determination because:

(a) The partner engaged in wrongful conduct that adversely and materia lly

affected the partnership business;

(b) The partner willfully or persistently committed a material breach of the

partnership agreement or of a duty owed to the partnership or the other

partners under KRS 362.1-404; or

(c) The partner engaged in conduct relating to the partnership business which

makes it not reasonably practicable to carry on the business in partnership

with the partner;

(6) The partner's:

(a) Becoming a debtor in bankruptcy;

(b) Executing an assignment for the benefit of creditors;

(c) Seeking, consenting to, or acquiescing in the appointment of a trustee,

receiver, or liquidator of that partner or of all or substantially all of that

partner's property; or

(d) Failing, within ninety (90) days after the appointment, to have vacated or

stayed the appointment of a trustee, receiver, or liquidator of the partner or of

all or substantially all of the partner's property obtained without the partner's

consent or acquiescence, or failing within ninety (90) days after the expiration

of a stay to have the appointment vacated;

(7) In the case of a partner who is an individual:

(a) The partner's death;

(b) The appointment of a guardian or general conservator for the partner; or

(c) A judicial determination that the partner has otherwise become incapab le of

performing the partner's duties under the partnership agreement;

(8) In the case of a partner that is a trust or is acting as a partner by virtue of being a

trustee of a trust, distribution of the trust's entire transferable interest in the

partnership, but not merely by reason of the substitution of a successor trustee;

(9) In the case of a partner that is an estate or is acting as a partner by virtue of being a

personal representative of an estate, distribution of the estate's entire transferable

interest in the partnership, but not merely by reason of the substitution of a

successor personal representative; or

(10) Termination of any other partner who is an entity.