| | 2.__Consent.__The consent of all general partners and of | limited partners owning a majority of the rights to receive | distributions as limited partners at the time the consent is to | be effective; |
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| | 3.__Dissociation of general partner.__After the dissociation | of a person as a general partner: |
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| A.__If the limited partnership has at least one remaining | general partner, the consent to dissolve the limited | partnership given within 90 days after the dissociation by | partners owning a majority of the rights to receive | distributions as partners at the time the consent is to be | effective; or |
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| B.__If the limited partnership does not have a remaining | general partner, the passage of 90 days after the | dissociation, unless before the end of the period: |
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| (1)__Consent to continue the activities of the limited | partnership and admit at least one general partner is | given by limited partners owning a majority of the | rights to receive distributions as limited partners at | the time the consent is to be effective; and |
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| (2)__At least one person is admitted as a general | partner in accordance with the consent; |
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| | 4.__Dissociation of last limited partner.__The passage of 90 | days after the dissociation of the limited partnership's last | limited partner, unless before the end of the period the limited | partnership admits at least one limited partner; or |
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| | 5.__Declaration of dissolution.__The signing and filing of a | declaration of dissolution by the Secretary of State under | section 1399, subsection 3. |
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| §1392.__Judicial dissolution |
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| | On application by a partner, the Superior Court may order | dissolution of a limited partnership if it is not reasonably | practicable to carry on the activities of the limited partnership | in conformity with the partnership agreement. |
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| | 1.__Purpose after dissolution.__A limited partnership | continues after dissolution only for the purpose of winding up | its activities. |
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