(1) A person does not have a right to dissociate as a limited partner before the completion of the winding up of the limited partnership. (2) A person is dissociated as a limited partner when any of the following applies: (a) The limited partnership knows or has notice of the person’s express will to withdraw as a limited partner, but, if the per- son has specified a withdrawal date later than the date the partnership knew or had notice, on that later date. (b) An event stated in the partnership agreement as causing the person’s dissociation as a limited partner occurs. (c) The person is expelled as a limited partner pursuant to the partnership agreement. (d) The person is expelled as a limited partner by the affirmative vote or consent of all the other partners if any of the following applies: 1. It is unlawful to carry on the limited partnership’s activities and affairs with the person as a limited partner. 2. There has been a transfer of all of the person’s transferable interest in the partnership, other than a transfer for security purposes or the entry of a charging order that is in effect under s. 179.0703 and that has not been foreclosed. 3. The person is an entity and all of the following apply: a. The partnership notifies the person that it will be expelled as a limited partner because the person has filed a statement of dissolution or the equivalent, the person has been administratively dissolved, the person’s charter or the equivalent has been revoked, or the person’s right to conduct activities and affairs has been suspended by the jurisdiction of the person’s governing law. b. The statement of dissolution or the equivalent has not been withdrawn, rescinded, or revoked, the person has not been reinstated, or the person’s charter or the equivalent or right to conduct activities and affairs has not been reinstated, within 90 days after the notification under subd. 3. a. 4. The person is an unincorporated entity that has been dissolved and whose activities and affairs are being wound up. (e) On application by the limited partnership or a partner in a direct action under s. 179.0901, the person is expelled as a limited partner by judicial order because the person has done any of the following: 1. Engaged, or is engaging, in wrongful conduct that has affected adversely and materially, or will affect adversely and materially, the partnership’s activities and affairs. 2. Committed willfully or persistently, or is committing willfully or persistently, a material breach of the partnership agreement or of the contractual obligation of good faith and fair dealing under s. 179.0305 (1). 3. Engaged, or is engaging, in conduct relating to the partnership’s activities and affairs which makes it not reasonably practicable to carry on the partnership’s activities and affairs with the person as a limited partner. (f) In the case of an individual, the individual dies. (g) In the case of a person that is a testamentary or living trust or is acting as a limited partner by virtue of being a trustee of such a trust, the trust’s entire transferable interest in the limited partnership is distributed. (h) In the case of a person that is an estate or is acting as a limited partner by virtue of being a personal representative of an estate, the estate’s entire transferable interest in the limited partnership is distributed. (i) In the case of a person that is not an individual, the existence of the person terminates. (n) The limited partnership dissolves and completes winding up.
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