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situations in which the dissociation of a partner causes a winding | up of the business. Section 701 provides that in all other | situations there is a buyout of the partner's interest in the | partnership, rather than a windup of the partnership business. In | those other situations, the partnership entity continues, | unaffected by the partner's dissociation. |
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| | A dissociated partner remains a partner for some purposes and | still has some residual rights, duties, powers, and liabilities. | Although Section 601 determines when a partner is dissociated | from the partnership, the consequences of the partner's | dissociation do not all occur at the same time. Thus, it is more | useful to think of a dissociated partner as a partner for some | purposes, but as a former partner for others. For example, see | Section 403(b) (former partner's access to partnership books and | records). The consequences of a partner's dissociation depend on | whether the partnership continues or is wound up, as provided in | Articles 6, 7, and 8. |
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| | Section 601 enumerates all of the events that cause a | partner's dissociation. Section 601 is similar in approach to | RULPA Section 402, which lists the events resulting in a general | partner's withdrawal from a limited partnership. |
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| | 2. Section 601(1) provides that a partner is dissociated when | the partnership has notice of the partner's express will to | withdraw as a partner, unless a later date is specified by the | partner. If a future date is specified by the partner, other | partners may dissociate before that date; specifying a future | date does not bind the others to remain as partners until that | date. See also Section 801(2)(i). |
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| | Section 602(a) provides that a partner has the power to | withdraw at any time. The power to withdraw is immutable under | Section 103(b)(6), with the exception that the partners may agree | the notice must be in writing. This continues the present rule | that a partner has the power to withdraw at will, even if not the | right. See UPA Section 31(2). Since no writing is required to | create a partner relationship, it was felt unnecessarily | formalistic, and a trap for the unwary, to require a writing to | end one. If a written notification is given, Section 102(d) | clarifies when it is deemed received. |
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| | RUPA continues the UPA "express will" concept, thus preserving | existing case law. Section 601(1) clarifies existing law by | providing that the partnership must have notice of the partner's | expression of will before the dissociation is effective. See | Section 102(b) for the meaning of "notice." |
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