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In State of Mississippi does a limited partnership

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automatically dissolve if the sole...
In State of Mississippi does a limited partnership automatically dissolve if the sole general partner resigns without giving the limited partners the required notice required under the limited partnership agreement?
Submitted: 5 months ago.Category: Business Law
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8/1/2017
Business Lawyer: KLAW, Attorney replied 5 months ago
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Thank you for using JA. I am Loren, a licensed attorney for over 30 yrs., and I am here to help.

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Business Lawyer: Loren, Attorney replied 5 months ago

No, because the resignation of the general partner would not be effective unless it complied with the notice requirements.

Otherwise, the partnership agreement would control

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Are you a Mississippi Attorney?
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I am licensed in Illinois and Florida and have been in practice for over 30 yrs.

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i need an answer from a Mississippi attorney
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Business Lawyer: Law Educator, Esq., Attorney replied 5 months ago
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Thank you for your question. I look forward to working with you to provide you the information you are seeking for educational purposes only.
In MS, the law says if a general partner resigns the partnership can recover. The law also says if the general partner violates the partnership and does not give written withdrawal, the partnership sue the general partner. I will address dissolution after this section.
The law is as follows:
"§ 79-14-602. Withdrawal of general partner.
(a) A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners. If a general partner withdraws pursuant to Section 79-14-402(a)(1) or 79-14-402(a)(2) and such withdrawal violates the partnership agreement, the limited partnership may recover from the withdrawing general partner damages for breach of the partnership agreement and, in addition to any other remedies, shall have the right to offset the damages against the amount otherwise distributable to the general partner. Unless otherwise provided in writing in the partnership agreement, in the case of a limited partnership for a fixed term, a withdrawal by a general partner pursuant to Section 79-14-402(a)(1) or 79-14-402(a)(2) prior to the expiration of that term is a breach of the partnership agreement.
(b) Unless otherwise provided in the partnership agreement, and subject to the liability created under subsection (a) of this section, a general partner who ceases to be a general partner under Section 79-14-402 shall:
(1) Retain the same interest in that partner's capital account, profits, losses and distributions, but that interest shall be that of a limited partner;
(2) Not be personally liable for limited partnership debts incurred after the person ceases to be a general partner, other than any debts incurred by reason of that person's being deemed to be acting as a general partner, pursuant to Section 79-14-402;
(3) Be entitled to vote as a limited partner on all matters except the admission and compensation of a general partner; and
(4) Have the partner's interest in profits, losses and distributions reduced pro rata with all other partners to provide compensation, or an interest in the limited partnership, or both, to a new general partner."
Under MS law, the withdrawal of sole general partner causes non-judicial dissolution of the partnership. MS Law states:
"§ 79-14-801. Nonjudicial dissolution.
A limited partnership is dissolved and its affairs must be wound up upon the first of the following to occur:
(1) At the time specified in the certificate of limited partnership;
(2) Upon the occurrence of the events specified in writing in the partnership agreement;
(3) Upon written consent of all partners, or such lesser number as may be provided in the partnership agreement;
(4) An event of 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 permit 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 is not required to be wound up by reason of an event of withdrawal of a general partner if, within ninety (90) days after the withdrawal, all partners agree in writing to continue the business of the limited partnership and to the appointment of one or more additional general partners if necessary or desired; or
(5) Upon the entry of a decree of judicial dissolution under Section 79-14-802."
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