Chapter 805 - Business Organizations - Uniform Partnership Act (1997)

(805 ILCS 206/Art. 6 heading)

ARTICLE 6

PARTNER'S DISSOCIATION

    (805 ILCS 206/601)
    Sec. 601. Events causing partner's dissociation. A partner is dissociated from a partnership upon the occurrence of any of the following events:
        (1) the partnership's having notice of the partner's

express will to withdraw as a partner or on a later date specified by the partner;

(2) an event agreed to in the partnership agreement

as causing the partner's dissociation;

(3) the partner's expulsion pursuant to the

partnership agreement;

(4) the partner's expulsion by the unanimous vote of

the other partners if:

(i) it is unlawful to carry on the partnership

business with that partner;

(ii) there has been a transfer of all or

substantially all of that partner's transferable interest in the partnership, other than a transfer for security purposes, or a court order charging the partner's interest, which has not been foreclosed;

(iii) within 90 days after the partnership

notifies a corporate partner that it will be expelled because it has filed a certificate of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, there is no revocation of the certificate of dissolution or no reinstatement of its charter or its right to conduct business; or

(iv) a partnership that is a partner has been

dissolved and its business is being wound up;

(5) on application by the partnership or another

partner, the partner's expulsion by judicial determination because:

(i) the partner engaged in wrongful conduct that

adversely and materially affected the partnership business;

(ii) 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 Section 404 of this Act; or

(iii) 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's:
            (i) becoming a debtor in bankruptcy;
            (ii) executing an assignment for the benefit of

creditors;

(iii) 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's property; or

(iv) failing, within 90 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's property obtained without the partner's consent or acquiescence, or failing within 90 days after the expiration of a stay to have the appointment vacated;

        (7) in the case of a partner who is an individual:
            (i) the partner's death;
            (ii) the appointment of a guardian or general

conservator for the partner; or

(iii) a judicial determination that the partner

has otherwise become incapable of performing the partner'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'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's entire transferable interest in the partnership, but not merely by reason of the substitution of a successor personal representative; or

(10) termination of a partner who is not an

individual, partnership, corporation, trust, or estate.

(Source: P.A. 92-740, eff. 1-1-03.)

    (805 ILCS 206/602)
    Sec. 602. Partner's power to dissociate; wrongful dissociation.
    (a) A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to Section 601(1) of this Act.
    (b) A partner's dissociation is wrongful only if:
        (1) it is in breach of an express provision of the

partnership agreement; or

(2) in the case of a partnership for a definite term

or particular undertaking, before the expiration of the term or the completion of the undertaking:

(i) the partner withdraws by express will,

unless the withdrawal follows within 90 days after another partner's dissociation by death or otherwise under Section 601(6) through (10) or wrongful dissociation under this subsection;

(ii) the partner is expelled by judicial

determination under Section 601(5);

(iii) the partner is dissociated by becoming a

debtor in bankruptcy; or

(iv) in the case of a partner who is not an

individual, trust other than a business trust, or estate, the partner is expelled or otherwise dissociated because it willfully dissolved or terminated.

(c) A partner who wrongfully dissociates is liable to the partnership and to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the partner to the partnership or to the other partners.
(Source: P.A. 92-740, eff. 1-1-03.)

    (805 ILCS 206/603)
    Sec. 603. Effect of partner's dissociation.
    (a) If a partner's dissociation results in a dissolution and winding up of the partnership business, Article 8 of this Act applies; otherwise, Article 7 applies.
    (b) Upon a partner's dissociation:
        (1) the partner's right to participate in the

management and conduct of the partnership business terminates, except as otherwise provided in Section 803;

(2) except as provided in clause (3) of this

subsection, a partner's duties terminate; and

(3) the partner's duty of loyalty under Section

404(b)(1) and (2) and duty of care under Section 404(c) continue only with regard to matters arising and events occurring before the partner's dissociation, unless the partner participates in winding up the partnership's business pursuant to Section 803.

(Source: P.A. 92-740, eff. 1-1-03.)