(604) Power of a person to dissociate as a general partner - Wrongful dissociation
N.D. Cent. Code § 45-10.2-58
in effect45-10.2-58. (604) Power of a person to dissociate as a general partner - Wrongful
dissociation.
1. A person has the power to dissociate as a general partner at any time, rightfully or
wrongfully, by express will pursuant to subsection 1 of section 45-10.2-57.
2. The dissociation of a person as a general partner is wrongful only if:
a. It is in breach of an express provision of the partnership agreement; or
b. It occurs before the termination of the limited partnership and:
(1) The person withdraws as a general partner by express will;
(2) The person is expelled as a general partner by judicial determination under
subsection 5 of section 45-10.2-57;
(3) The person is dissociated as a general partner by becoming a debtor in
bankruptcy; or
(4) In the case of a person that is not an individual, trust other than a business
trust, or estate, the person is expelled or otherwise dissociated as a general
partner because it willfully dissolved or terminated.
3. A person that wrongfully dissociates as a general partner is liable to the limited
partnership and, subject to section 45-10.2-89, to the other partners for damages
caused by the dissociation. The liability is in addition to any other obligation of the
general partner to the limited partnership or to the other partners.
Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://ndlegis.gov/cencode/t45c10-2.pdf#nameddest=45-10p2-58Fetched: 10/16/2026