Mississippi Code
Article 6 - Dissociation
§ 79-14-603. Dissociation as general partner

A person is dissociated as a general partner when:
It is unlawful to carry on the limited partnership's activities and affairs with the person as a general partner;
There has been a transfer of all the person's transferable interest in the partnership, other than:
A transfer for security purposes; or
A charging order in effect under Section 79-14-703 which has not been foreclosed;
The person is an entity and:
The partnership notifies the person that it will be expelled as a general 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or the equivalent, the person has been administratively dissolved, the person's charter or the equivalent has been revoked, or the person's right to conduct business has been suspended by the person's jurisdiction of formation; and
Not later than ninety (90) days after the notification, the statement of dissolution or the equivalent has not been withdrawn, rescinded, or revoked, the person has not been reinstated, or the person's charter or the equivalent or right to conduct business has not been reinstated; or
The person is an unincorporated entity that has been dissolved and whose activities and affairs are being wound up;
Has 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;
Has committed willfully or persistently, or is committing willfully or persistently, a material breach of the partnership agreement or a duty or obligation under Section 79-14-409; or
Has engaged or is engaging in conduct relating to the partnership's activities and affairs which makes it not reasonably practicable to carry on the activities and affairs of the limited partnership with the person as a general partner;
The individual dies;
A guardian or general conservator for the individual is appointed; or
A court orders that the individual has otherwise become incapable of performing the individual's duties as a general partner under this chapter or the partnership agreement;
Becomes a debtor in bankruptcy;
Executes an assignment for the benefit of creditors; or
Seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the person or of all or substantially all the person's property;
The partnership is not the surviving entity; or
Otherwise as a result of the merger, the person ceases to be a general partner;

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