Mass. Gen. Laws » Part I Title XV Chapter 109
Massachusetts General Laws

Mass. Gen. Laws ch. 109, § 23 (2026)

Cessation of general partner status

✓ current as of July 2026
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Section 23. Except as approved by the specific written consent of all partners at the time, a person ceases to be a general partner of a limited partnership upon the happening of any of the following events:

(1) the general partner withdraws from the limited partnership as provided in section thirty-two;

(2) the general partner ceases to be a member of the limited partnership as provided in section forty;

(3) the general partner is removed as a general partner in accordance with the partnership agreement;

(4) Unless otherwise provided in writing in the partnership agreement the general partner: (i) makes an assignment for the benefit of creditors, (ii) files a voluntary petition in bankruptcy; (iii) is adjudicated a bankrupt or insolvent; (iv) files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation; (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him in any proceeding of this nature; or (vi) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of his properties;

(5) unless otherwise provided in writing in the partnership agreement one hundred and twenty days after the commencement of any proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law, or regulation, the proceeding has not been dismissed, or if within ninety days after the appointment without his consent or acquiescence of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of his properties, the appointment is not vacated or stayed or within ninety days after the expiration of any such stay, the appointment is not vacated;

(6) in the case of a general partner who is a natural person:

(i) his death; or

(ii) the entry by a court of competent jurisdiction adjudicating him incompetent to manage his person or his estate;

(7) in the case of a general partner who is acting as a general partner by virtue of being a trustee of a trust, the termination of the trust but not merely the substitution of a new trustee;

(8) in the case of a general partner that is a separate partnership, the dissolution and commencement of winding up of the separate partnership;

(9) in the case of a general partner that is a corporation, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter; or

(10) in the case of an estate, the distribution by the fiduciary of the estate's entire interest in the partnership.

Notes of Decisions
Cited in 3 cases, 1994–1998 · leading case: Summit Inv. & Dev. Corp. v. LeRoux (In Re LeRoux), 167 B.R. 318 (Bankr. D. Mass. 1994).
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Summit Inv. & Dev. Corp. v. LeRoux (In Re LeRoux), 167 B.R. 318 (Bankr. D. Mass. 1994). · cites it 3× “In its complaint, *320 Summit contends that provisions in the partnership agreement and Mass.Gen.L. ch. 109, § 23(4) converted Curran and LeRoux’s interests in BI from general partner to limited partner interests when they filed their respective bankruptcy petitions.”
Fusco v. Rocky Mountain I Investments Ltd. P'ship, 677 N.E.2d 1165 (Mass. App. Ct. 1997). “See G. L. c. 109, § 23(4)(vi). New general partners, who had purchased the interests of March Company in the defendant limited partnerships, were subsequently appointed successor general partners.”
Massachusetts Elec. Co. v. Hayeck, 9 Mass. L. Rptr. 503 (Mass. Super. Ct. 1998). “G.L.c. 109, §23(6)(i). However, up until his death on July 4, 1997, he was the general partner and can be held liable for those debts which accrued prior to that date.”
— Mass. Gen. Laws ch. 109, § 23(4) — 1 case
Summit Inv. & Dev. Corp. v. LeRoux (In Re LeRoux), 167 B.R. 318 (Bankr. D. Mass. 1994). “In its complaint, *320 Summit contends that provisions in the partnership agreement and Mass.Gen.L. ch. 109, § 23(4) converted Curran and LeRoux’s interests in BI from general partner to limited partner interests when they filed their respective bankruptcy petitions.”
— Mass. Gen. Laws ch. 109, § 23(4)(vi) — 1 case
Fusco v. Rocky Mountain I Investments Ltd. P'ship, 677 N.E.2d 1165 (Mass. App. Ct. 1997). “See G. L. c. 109, § 23(4)(vi). New general partners, who had purchased the interests of March Company in the defendant limited partnerships, were subsequently appointed successor general partners.”
— Mass. Gen. Laws ch. 109, § 23(6)(i) — 1 case
Massachusetts Elec. Co. v. Hayeck, 9 Mass. L. Rptr. 503 (Mass. Super. Ct. 1998). “G.L.c. 109, §23(6)(i). However, up until his death on July 4, 1997, he was the general partner and can be held liable for those debts which accrued prior to that date.”
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