HARRY HUGHES, Governor

3037

(7)  IN THE CASE OF A GENERAL PARTNER THAT IS A
SEPARATE PARTNERSHIP, THE DISSOLUTION AND COMMENCEMENT OF
WINDING UP OF THE SEPARATE PARTNERSHIP;

(8)  IN THE CASE OF A GENERAL PARTNER THAT IS A
CORPORATION, THE DISSOLUTION OF THE CORPORATION OR THE
REVOCATION OF ITS CHARTER; OR

(9)  IN THE CASE OF A GENERAL PARTNER THAT IS AN
ESTATE, THE DISTRIBUTION BY THE FIDUCIARY OF THE ESTATE'S
ENTIRE INTEREST IN THE PARTNERSHIP.

COMMENT

This section expands considerably the provisions of §
10-119 of the previous limited partnership law (§ 20 of the
prior uniform law), which provided for dissolution in the
event of the retirement, death, or insanity of a general
partner. Paragraphs (1) and (2) recognize that the general
partner's agency relationship is terminable at will,
although it may result in a breach of the partnership
agreement giving rise to an action for damages. Subdivision
(2) of the Revised Uniform Limited Partnership Act, which
referred to § 702 therein (the assignment of a general
partner's interest) was deleted from this title, since the
assignment of a general partner's interest would constitute
withdrawal under § 10-602, and thus the additional reference
was repetitious and unnecessary. Paragraphs (3) and (4)
reflect a judgment that unless the limited partners agree
otherwise, they ought to have the power to rid themselves of
a general partner who is in such dire financial straits that
he is the subject of proceedings under the Federal
Bankruptcy Code or similar provisions of law. As provided
in § 10-101(c) of this title, a blanket written consent of
all partners will not satisfy the specific written consent
requirement of paragraphs (3) and (4). The consent must
relate to the particular happening and must be executed or
agreed to at or after the occurrence of the particular event
listed in paragraphs (3) or (4). Paragraphs (6) through (9)
simply elaborate on the dissolution of a general partner who
is not an individual.

10-403. GENERAL POWERS AND LIABILITIES.

EXCEPT AS PROVIDED IN THIS TITLE OR IN THE PARTNERSHIP
AGREEMENT, A GENERAL PARTNER OF A LIMITED PARTNERSHIP HAS
THE RIGHTS AND POWERS AND IS SUBJECT TO THE RESTRICTIONS AND
LIABILITIES OF A PARTNER IN A PARTNERSHIP WITHOUT LIMITED
PARTNERS.

COMMENT

This section is derived from § 10-108 of the previous
Limited Partnership Act (§ 9(1) of the prior uniform law).
While it does not contain the list of prohibited acts
contained in previous § 10-108 (some of which are contained
in other sections of this act, e.g. § 10-401), this section