N.Y. Partnership Law § 121-402: Events of withdrawal of a general partner

§ 121-402. Events of withdrawal of a general partner. A person ceases

to be a general partner of a limited partnership upon the happening of

any of the following events:

(a) the general partner withdraws from the limited partnership as

provided in section 121-602 of this article;

(b) the general partner ceases to be a general partner as provided in

section 121-702 of this article;

(c) the general partner is removed as a general partner as may be

provided in the partnership agreement;

(d) unless otherwise provided in the partnership agreement or approved

by all partners, the general partner (i) makes an assignment for the

benefit of creditors, (ii) is the subject of an order for relief under

Title 11 of the United States Code, (iii) files a petition or answer

seeking for himself any reorganization, arrangement, composition,

readjustment, liquidation, dissolution, or similar relief under any

statute, law, or regulation, (iv) 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 (v) seeks,

consents to, or acquiesces in the appointment of a trustee, receiver, or

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

his properties;

(e) unless otherwise provided in the partnership agreement or approved

by all partners, (i) if within one hundred twenty days after the

commencement of any proceeding against the general partner seeking

reorganization, arrangement, composition, readjustment, liquidation,

dissolution, or similar relief under any statute, law, or regulation,

the proceeding has not been dismissed or stayed, or within ninety days

after the expiration of any such stay, the proceeding has not been

dismissed, or (ii) if within ninety days after the appointment without

his consent or acquiescence of a trustee, receiver, or liquidator of the

general partner or of all or any substantial part of his properties, the

appointment is not vacated or stayed, or within ninety days after the

expiration of any such stay, the appointment is not vacated;

(f) in the case of a general partner who is a natural person, (i) his

death or (ii) the entry of a judgment by a court of competent

jurisdiction adjudicating him incompetent to manage his person or his

property;

(g) in the case of a general partner who is acting as a general

partner by virtue of being a trustee of a trust, the termination of the

trust (but not merely the substitution of a new trustee);

(h) in the case of a general partner that is a partnership, unless the

partnership agreement of such partnership provides for the right of any

one or more of the partners of such partnership to continue the business

of such partnership and such partnership is so continued, the

dissolution and commencement of winding up of such partnership;

(i) in the case of a general partner that is a corporation, the filing

of a certificate of dissolution, or its equivalent, for the corporation

or the revocation of its charter;

(j) in the case of a general partner that is an estate, the

distribution by the fiduciary of the estate's entire interest in the

limited partnership; or

(k) in the case of a general partner that is a limited liability

company, unless the operating agreement of such limited liability

company provides for the right of any member of such limited liability

company to continue the limited liability company and such limited

liability company is so continued, the dissolution and commencement of

winding up of such limited liability company.