KRS 362.2-603: Dissociation as general partner.

A person is dissociated from a limited partnership as a general partner upon the

occurrence of any of the following events:

(1) The limited partnership's having notice of the person's express will to withdraw as a

general partner or on a later date specified by the person;

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

as a general partner;

(3) The person's expulsion as a general partner pursuant to the partnership agreement;

(4) The person's expulsion as a general partner by the unanimous consent of the other

partners if:

(a) It is unlawful to carry on the limited partnership's activities with that person as

a general partner;

(b) There has been a transfer of all or substantially 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;

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

partnership notifi es the person that it will be expelled as a general partner

because it has filed articles of dissolution or the equivalent, its articles of

incorporation have been revoked, or its right to conduct business has been

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

articles of dissolution or no reinstatement of its articles of incorporation or its

right to conduct business; or

(d) The person is a limited liability company or partnership that has been

dissolved and whose business is being wound up;

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

partner by judicial determination because:

(a) The person engaged in wrongful conduct that adversely and materially

affected the limited partnership activities;

(b) The person 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 362.2-408; or

(c) The person engaged in conduct relating to the limited partner ship's activities

which makes it not reasonably practicable to carry on the activities of the

limited partnership with the person as a general partner;

(6) The person's:

(a) Becoming a debtor in bankruptcy;

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

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

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

person's property; or

(d) Failure, within nin ety (90) days after the appointment, to have vacated or

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

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

the person's consent or acquiescence or fai ling, within ninety (90) days after

the expiration of a stay, to have the appointment vacated;

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

(a) The person's death;

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

(c) A judic ial determination that the person has otherwise become incapable of

performing the person's duties as a general partner under the partnership

agreement;

(8) In the case of a person that is a trust or is acting as a general 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;

(9) In the case of a person that is an estate or is acting as a general partner by vir tue 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;

(10) Termination of a general pa rtner that is not an individual, partnership, limited

liability company, corporation, trust, or estate;

(11) The limited partnership's participation in a merger or conversion under KRS 362.2 -

951 to 362.2-963, if the limited 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 general partner.