                                 CODE OF VIRGINIA

EVENTS CAUSING PARTNER&#8217;S DISSOCIATION (§ 50-73.109)

A partner is dissociated from a partnership upon the occurrence of any of the
following events:

1. The partnership&#8217;s having notice of the partner&#8217;s express will to
withdraw as a partner on a later date specified by the partner in the notice or,
if no later date is specified, the date of notice;

2. An event agreed to in the partnership agreement as causing the
partner&#8217;s dissociation;

3. The partner&#8217;s expulsion pursuant to the partnership agreement;

4. The partner&#8217;s expulsion by the unanimous vote of the other partners if:
			a. It is unlawful to carry on the partnership business with that partner; or
			b. There has been a transfer of all or substantially all of that
partner&#8217;s transferable interest in the partnership, other than a transfer
for security purposes or a court order charging the partner&#8217;s interest
which, in either case has not been foreclosed.

5. On application by the partnership or another partner, the partner&#8217;s
expulsion by judicial determination because:
			a. The partner engaged in wrongful conduct that adversely and materially
affected the partnership business;
			b. The partner willfully or persistently committed a material breach of the
partnership agreement or of a duty owed to the partnership or the other partners
under &#xA7; 50-73.102; or
			c. The partner engaged in conduct relating to the partnership business which
makes it not reasonably practicable to carry on the business in partnership with
the partner;

6. The partner&#8217;s:
			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 that partner or of all or substantially all of that
partner&#8217;s property; or
			d. Failing, within ninety days after the appointment, to have vacated or
stayed the appointment of a trustee, receiver, or liquidator of the partner or
of all or substantially all of the partner&#8217;s property obtained without the
partner&#8217;s consent or acquiescence, or failing within ninety days after the
expiration of a stay to have the appointment vacated;

7. In the case of a partner who is an individual:
			a. The partner&#8217;s death;
			b. The appointment of a guardian, committee or conservator for the partner;
or
			c. A judicial determination that the partner has otherwise become incapable
of performing the partner&#8217;s duties under the partnership agreement;

8. In the case of a partner that is a trust or is acting as a partner by virtue
of being a trustee of a trust, distribution of the trust&#8217;s entire
transferable interest in the partnership, but not merely by reason of the
substitution of a successor trustee;

9. In the case of a partner that is an estate or is acting as a partner by
virtue of being a personal representative of an estate, distribution of the
estate&#8217;s entire transferable interest in the partnership, but not merely
by reason of the substitution of a successor personal representative;

10. Termination of a partner who is not an individual, partnership, corporation,
limited liability company, trust, or estate;

11. The expiration of ninety days after the partnership notifies a corporate
partner that it will be expelled because it has filed articles of dissolution or
the equivalent, its existence has been terminated or its charter has been
revoked, or its right to conduct business has been suspended by the jurisdiction
of its incorporation, if there is no revocation of the certificate of
dissolution or no reinstatement of its existence, its charter or its right to
conduct business; or

12. A partnership or limited liability company that is a partner has been
dissolved and its business is being wound up.

HISTORY: 1996, c. 292; 1997, c. 801.