KRS 362.2-601: Dissociation as limited partner.

(1) A person does not have a right to dissociate as a limited partner before the

termination of the limited partnership.

(2) A person is dissociated from a limited partnership as a limited partner upon the

occurrence of any of the following events:

(a) The lim ited partnership's having notice of the person's express will to

withdraw as a limited partner or on a later date specified by the person;

(b) An event agreed to in the partnership agreement as causing the person's

dissociation as a limited partner;

(c) The person's expulsion as a limited partner pursuant to the partnership

agreement;

(d) The person's expulsion as a limited partner by the unanimous consent of the

other partners if:

1. It is unlawful to carry on the limited partnership's activities with that

person as a limited partner;

2. There has been a transfer of all of the person's transferable interest in the

limited partnership, other than a transfer for security purposes, or a court

order charging the person's interest, which has not been foreclosed;

3. The person is a corporation and, within ninety (90) days after the limited

partnership notifies the person that it will be expelled as a limited

partner because it has filed a certificate of dissolution or the equivalent,

its charter has been revoked, or its right to conduct business has been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

4. The person is a limited liabil ity company or partnership that has been

dissolved and whose business is being wound up;

(e) On application by the limited partnership, the person's expulsion as a limited

partner by judicial determination because:

1. The person engaged in wrongful conduct that adversely and materially

affected the limited partnership's activities;

2. The person willfully or persistently committed a material breach of the

partnership agreement or of the obligation of good faith and fair dealing

under KRS 362.2-305(2); or

3. The person engaged in conduct relating to the limited partnership's

activities which makes it not reasonably practicable to carry on the

activities with the person as limited partner;

(f) In the case of a person who is an individual, the person's death;

(g) In the case of a person that is a trust or is acting as a limited partner by virtue

of being a trustee of a trust, distribution of the trust's entire transferable

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

of a successor trustee;

(h) In the case of a person that is an estate or is acting as a limited partner by

virtue of being a personal representative of an estate, distribution of the

estate's entire transferable interest in the limited partnership, but not merely by

reason of the substitution of a successor personal representative;

(i) Termination of a limited partner that is not an individual, partnership, limited

liability company, corporation, trust, or estate;

(j) The limited partnership's participation in a me rger or conversion under KRS

362.2-951 to 362.2-963, if the limited partnership:

1. Is not the converted or surviving entity; or

2. Is the converted or surviving entity but, as a result of the conversion or

merger, the person ceases to be a limited partner.