CHAPTER 38
SENATE BILL No. 473
An Act concerning limited partnerships; relating to dissolution;
amending K.S.A. 56-1a451
and repealing the existing section.
Be it enacted by the Legislature of the State of Kansas:
Section 1. K.S.A. 56-1a451 is hereby amended to read as
follows: 56-
1a451. (a) A limited partnership is dissolved and its
affairs shall be wound
up upon the first to occur of the following:
(a) (1) At the time or upon the
happening of events specified in writ-
ing in the partnership agreement;
(b) (2) written consent of all
partners; or
(c) withdrawal of a general partner unless at the time
there is at least
one other general partner and the written provisions of the
partnership
agreement permits the business of the limited partnership
to be carried
on by the remaining general partner and that partner does
so, but the
limited partnership is not dissolved and its affairs are
not required to be
wound up by reason of a withdrawal if, within 90 days after
the with-
drawal, all partners agree in writing to continue the
business of the limited
partnership and to the appointment, effective as of the
date of withdrawal,
of one or more additional general partners if necessary or
desired; or
(d) (3) entry of a decree of judicial
dissolution under K.S.A. 56-1a452,
and amendments thereto.
(b) Unless otherwise provided by the written provisions of
the part-
nership agreement, the cessation of a person as a general
partner shall
not cause the limited partnership to be dissolved or its affairs
to be wound
up, and upon the occurrence of any such event, the limited
partnership
shall be continued without dissolution by the remaining general
partner
or partners, unless: (1) Within 90 days following such cessation
all re-
maining general partners and a majority in interest of the
limited partners
agree in writing to dissolve the limited partnership; or (2) if
there is no
remaining general partner, within 90 days following such
cessation a ma-
jority in interest of the limited partners fail to appoint one
or more ad-
ditional general partners effective as of the date of the
cessation.
Sec. 2. K.S.A. 56-1a451 is hereby repealed.
Sec. 3. This act shall take effect and be in force from
and after its
publication in the statute book.
Approved March 27, 1998
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