(603) Dissociation as general partner
N.D. Cent. Code § 45-10.2-57
in effect45-10.2-57. (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 having notice of the express will of a person 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 dissociation of a
person as a general partner;
3. The expulsion of a person as a general partner pursuant to the partnership agreement;
4. The expulsion of a person as a general partner by the unanimous consent of the other
partners if:
a. It is unlawful to carry on the activities of the limited partnership with the person as
a general partner;
b. There has been a transfer of all or substantially all of the transferable interest of a
person in the limited partnership, other than a transfer for security purposes, or a
court order charging the interest of a person, which has not been foreclosed;
c. The person is a corporation and, within ninety days after the limited partnership
notifies the person that it will be expelled as a general partner because it 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certificate of dissolution or the equivalent, its charter has been revoked, or its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
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 expulsion of a person 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
section 45-10.2-44; or
c. The person engaged in conduct relating to the activities of the limited partnership
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:
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 the person or of all or substantially all of the property of the
person; or
d. Failing, within ninety 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 property of the person obtained without the consent or
acquiescence of the person, or failing within ninety 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 death of the person;
b. The appointment of a guardian or general conservator for the person; or
c. A judicial determination that the person has otherwise become incapable of
performing the 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 entire transferable interest of the trust 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 virtue of
being a personal representative of an estate, distribution of the entire transferable
interest of the estate in the limited partnership, but not merely by reason of the
substitution of a successor personal representative;
10. Termination of a general partner that is not an individual, partnership, limited liability
company, corporation, trust, or estate; or
11. The participation of the limited partnership in a conversion or merger under sections
45-10.2-94 through 45-10.2-106, if the limited partnership:
a. Is not the converted or surviving organization; or
b. Is the converted or surviving organization but, as a result of the conversion or
merger, the person ceases to be a general partner.
Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://ndlegis.gov/cencode/t45c10-2.pdf#nameddest=45-10p2-57Fetched: 10/16/2026