KRS 362.445: Events of withdrawal of general partner.

Except as approved by the specific written consent of all partners at the time, a person

shall cease to be a general partner of a limited partnership upon the happening of any of

the following events:

(1) The general partner withdraws from the limited part nership as provided in KRS

362.463;

(2) The general partner ceases to be a member of the limited partnership as provided in

KRS 362.479;

(3) The general partner is removed as a general partner in accordance with the

partnership agreement;

(4) Unless otherw ise provided in writing in the partnership agreement, the general

partner:

(a) Makes an assignment for the benefit of creditors;

(b) Files a voluntary petition in bankruptcy;

(c) Is adjudged a bankrupt or insolvent or has entered against him an order for any

relief in any bankruptcy or insolvency proceeding;

(d) Files a petition or answer seeking for himself any reorganization, arrangement,

composition, readjustment, liquidation, dissolution, or similar relief under any

statute, law, or regulation;

(e) 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

(f) Seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or

liquidator of th e general partner or of all or any substantial part of his

properties.

(5) Unless otherwise provided in writing in the partnership agreement, one hundred

twenty (120) days after the commencement of any proceeding against the general

partner seeking reorgan ization, arrangement, composition, readjustment,

liquidation, dissolution, or similar relief under any statute, law, or regulation, if the

proceeding has not been dismissed, or if within ninety (90) days after the

appointment without the general partner's consent or acquiescence of a trustee,

receiver, or liquidator of the general partner or of all or any substantial part of the

general partner's properties, the appointment has not been vacated or stayed, or

ninety (90) days after the expiration of any such stay, the appointment has not been

vacated.

(6) In the case of a general partner who is a natural person, his death or the entry of an

order by a court of competent jurisdiction adjudicating him incompetent to manage

his person or his property.

(7) In the case of a general partner who is acting as a general partner by virtue of being

a trustee of a trust, upon the termination of the trust, but not merely the substitution

of a new trustee.

(8) In the case of a general partner that is a separate partne rship, upon the dissolution

and commencement of winding up of the separate partnership.

(9) In the case of a general partner that is a corporation, upon the filing of a certificate

of dissolution, or its equivalent, for the corporation or the revocation of its

certificate of incorporation or its equivalent; or

(10) In the case of a general partner that is an estate, upon the distribution by the

fiduciary of the entire interest of the estate in the partnership.