Ontario Barrister and Solicitor Practice Exam

How may a sole limited partner NOT dissolve the limited partnership?

1. By exiting the partnership

2. By mutual agreement

3. By giving notice that the partnership was created for a defined number of years

4. Automatically after a specific event

The correct answer is: By giving notice that the partnership was created for a defined number of years

A sole limited partner typically does not have the authority to unilaterally dissolve the limited partnership just by stating that the partnership was created for a defined number of years. In a limited partnership, the general partner is responsible for the management of the partnership and has the authority to make decisions regarding its dissolution. The limited partner's role is more passive, and while they may have some rights, they cannot simply dissolve the partnership based on the defined duration mentioned in the partnership agreement. In contrast, exiting the partnership and mutual agreement are valid means for the dissolution of a limited partnership, as they involve the consent and cooperation of involved parties. Additionally, automatic dissolution after a specific event can occur if predetermined conditions or events arise, such as the death of a partner or bankruptcy, which may be part of the partnership agreement. Hence, the option related to giving notice for a defined number of years does not align with the legal principles governing limited partnerships, making it the correct choice as the way a sole limited partner cannot dissolve a limited partnership.