Sec. 2. A person ceases 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 partnership as provided in IC 23-16-7-2.

(2) The general partner ceases to be a member of the limited partnership as provided in IC 23-16-8-2.

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

(4) Unless otherwise provided in the partnership agreement, or with the specific written consent of all partners, 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 an insolvent, or an order of relief is entered against the general partner in any bankruptcy or insolvency proceeding;

(D) files a petition or answer seeking for the general partner 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 the general partner in any proceeding described in clause (D); or

(F) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the general partner or of all or a substantial part of the general partner's properties.

(5) Unless otherwise provided in the partnership agreement, or with the specific written consent of all partners:

(A) in the case of any proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, rule, or regulation, the continuation of the proceeding, without dismissal, one hundred twenty (120) days after the proceeding was commenced; or

(B) in the case of 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 absence of any order vacating or staying the appointment within ninety (90) days after the appointment, or, if the appointment is stayed, the absence of any order vacating the appointment within ninety (90) days after the stay expires.

(6) In the case of a general partner who is an individual:

(A) the general partner dies; or

(B) an order is entered by a court adjudicating the general partner incompetent to manage the general partner's own person or 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, the trust terminates (but not merely the substitution of a new trustee).

(8) In the case of a general partner that is a separate partnership, the separate partnership dissolves and winding up is commenced.

(9) In the case of a general partner that is a corporation, a certificate of dissolution, or its equivalent, is filed for the corporation or the corporation's charter is revoked.

(10) In the case of a general partner that is an estate, the fiduciary distributes the estate's entire interest in the limited partnership.

As added by P.L.147-1988, SEC.1.