reglab/housing_qa huggingface dataset:
CA Corp Code § 15911.27 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2 - PARTNERSHIPS|CHAPTER 4.5 - Uniform Limited Partnership Act of 2008|ARTICLE 11.5 - Dissenting Limited Partners Rights|Section 15911.27.

15911.27.  To the extent that the payment to dissenting limited partners of the fair market value of their dissenting interests would require the dissenting limited partners to return such payment or a portion thereof by reason of Section 15905.09 or the Uniform Voidable Transactions Act (Chapter 1 (commencing with Section 3439) of Title 2 of Part 2 of Division 4 of the Civil Code), then that payment or portion thereof shall not be made and the dissenting limited partners shall become creditors of the limited partnership for the amount not paid, together with interest thereon at the legal rate on judgments until the date of payment, but subordinate to all other creditors in any proceeding relating to the winding up and dissolution of the limited partnership, such debt to be payable when permissible.(Amended by Stats. 2015, Ch. 44, Sec. 22. (SB 161) Effective January 1, 2016.)
CA Corp Code § 15911.28 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2 - PARTNERSHIPS|CHAPTER 4.5 - Uniform Limited Partnership Act of 2008|ARTICLE 11.5 - Dissenting Limited Partners Rights|Section 15911.28.

15911.28.  Any cash distributions made by a limited partnership to a dissenting limited partner after the date of consummation of the reorganization, but prior to any payment by the limited partnership for such dissenting limited partner’s interest, shall be credited against the total amount to be paid by the limited partnership for such dissenting interest.(Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
CA Corp Code § 15911.29 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2 - PARTNERSHIPS|CHAPTER 4.5 - Uniform Limited Partnership Act of 2008|ARTICLE 11.5 - Dissenting Limited Partners Rights|Section 15911.29.

15911.29.  Except as expressly limited by this article, dissenting limited partners shall continue to have all the rights and privileges incident to their interests immediately prior to the reorganization, including limited liability, until payment by the limited partnership for their dissenting interests. A dissenting limited partner may not withdraw a demand for payment unless the limited partnership consents thereto.(Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
CA Corp Code § 15911.30 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2 - PARTNERSHIPS|CHAPTER 4.5 - Uniform Limited Partnership Act of 2008|ARTICLE 11.5 - Dissenting Limited Partners Rights|Section 15911.30.

15911.30.  A dissenting interest loses its status as a dissenting interest and the holder thereof ceases to be a dissenting limited partner and ceases to be entitled to require the limited partnership to purchase the interest upon the happening of any of the following:(a) The limited partnership abandons the reorganization. Upon abandonment of the reorganization, the limited partnership shall pay, on demand, to any dissenting limited partner who has initiated proceeding in good faith under this article, all reasonable expenses incurred in such proceedings and reasonable attorneys’ fees.(b) The interest is transferred prior to its submission for endorsement in accordance with Section 15911.23.(c) The dissenting limited partner and the limited partnership do not agree upon the status of the interest as a dissenting interest or upon the purchase price of the dissenting interest, and neither files a complaint nor intervenes in a pending action, as provided in Section 15911.25, within six months after the date upon which notice of the approval of the reorganization by the requisite vote or consent of limited partners was mailed to the limited partner.(d) The dissenting limited partner, with the consent of the limited partnership, withdraws such limited partner’s demand for purchase of the dissenting interest.(Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
CA Corp Code § 15911.31 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2 - PARTNERSHIPS|CHAPTER 4.5 - Uniform Limited Partnership Act of 2008|ARTICLE 11.5 - Dissenting Limited Partners Rights|Section 15911.31.

15911.31.  If litigation is instituted to test the sufficient or regularity of the vote or consent of the limited partners in authorizing a reorganization, any proceedings under Sections 15911.25 and 15911.26 shall be suspended until final determination of that litigation.(Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
CA Corp Code § 15911.32 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2 - PARTNERSHIPS|CHAPTER 4.5 - Uniform Limited Partnership Act of 2008|ARTICLE 11.5 - Dissenting Limited Partners Rights|Section 15911.32.

15911.32.  (a) This article applies to the following:(1) A domestic limited partnership formed on or after January 1, 1991.(2) A foreign limited partnership if (A) the foreign limited partnership was formed on or after January 1, 1991, or filed an application to qualify to do business on or after January 1, 1991, and (B) limited partners holding more than 50 percent of the voting power held by all limited partners of the foreign limited partnership reside in this state.(3) A limited partnership if the partnership agreement so provides or if all general partners and a majority in interest of the limited partners determine that this article shall apply.(b) This article does not apply to limited partnership interests governed by limited partnership agreements whose terms and provisions specifically set forth the amount to be paid in respect of such interests in the event of a reorganization of the limited partnership, or to limited partnerships with 35 or fewer limited partners, unless the partnership agreement provides that this article shall apply or unless all general partners and a majority in interest of the limited partners agree that this article shall apply.(Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
CA Corp Code § 15911.33 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2 - PARTNERSHIPS|CHAPTER 4.5 - Uniform Limited Partnership Act of 2008|ARTICLE 11.5 - Dissenting Limited Partners Rights|Section 15911.33.

15911.33.  (a) No limited partner of a limited partnership who has a right under this article to demand payment of cash for the interest owned by such limited partner in a limited partnership shall have any right at law or in equity to attack the validity of the reorganization, or to have the reorganization set aside or rescinded, except in an action to test whether the vote or consent of limited partners required to authorize or approve the reorganization has been obtained in accordance with the procedures established therefor by the partnership agreement of the limited partnership.(b) If one of the parties to a reorganization is directly or indirectly controlled by, or under common control with, another party to the reorganization, subdivision (a) shall not apply to any limited partner of such controlled party who has not demanded payment of cash for such limited partner’s interest pursuant to this article; but if such limited partner institutes any action to attack the validity of the reorganization or to have the reorganization set aside or rescinded, the limited partner shall not thereafter have any right to demand payment of cash for such limited partner’s interest pursuant to this article.(c) If one of the parties to a reorganization is directly or indirectly controlled by, or under common control with, another party to the reorganization, then, in any action to attack the validity of the reorganization or to have the reorganization set aside or rescinded, (1) a party to a reorganization which controls another party to a reorganization shall have the burden of proving that the transaction is just and reasonable as to the limited partners of the controlled party, and (2) a person who controls two or more parties to a reorganization shall have the burden of proving that the transaction is just and reasonable as to the limited partners of any party so controlled.(d) Subdivisions (b) and (c) shall not apply if a majority in interest of the limited partners other than limited partners who are directly or indirectly controlled by, or under common control with, another party to the reorganization approve or consent to the reorganization.(e) This section shall not prevent a partner of a limited partnership that is a party to a reorganization from bringing an action against a general partner of the limited partnership, the limited partnership, or any person controlling a general partner at law or in equity as to any matters (including, without limitation, an action for breach of fiduciary obligation or fraud) other than to attack the validity of the reorganization or to have the reorganization set aside or rescinded.(Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
CA Corp Code § 15912.01 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2 - PARTNERSHIPS|CHAPTER 4.5 - Uniform Limited Partnership Act of 2008|ARTICLE 12 - Miscellaneous Provisions|Section 15912.01.

15912.01.  In applying and construing this chapter, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it.(Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
CA Corp Code § 15912.02 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2 - PARTNERSHIPS|CHAPTER 4.5 - Uniform Limited Partnership Act of 2008|ARTICLE 12 - Miscellaneous Provisions|Section 15912.02.

15912.02.  If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter which can be given effect without the invalid provision or application, and to this end, the provisions of this chapter are severable.(Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
CA Corp Code § 15912.03 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2 - PARTNERSHIPS|CHAPTER 4.5 - Uniform Limited Partnership Act of 2008|ARTICLE 12 - Miscellaneous Provisions|Section 15912.03.

15912.03.  This chapter modifies, limits, or supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Section 7001 et seq., but this chapter does not modify, limit, or supersede Section 101(c) of that act or authorize electronic delivery of any of the notices described in Section 103(b) of that act.(Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
CA Corp Code § 15912.04 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2 - PARTNERSHIPS|CHAPTER 4.5 - Uniform Limited Partnership Act of 2008|ARTICLE 12 - Miscellaneous Provisions|Section 15912.04.

15912.04.  This chapter shall become operative on January 1, 2008.(Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Note: This section prescribes a delayed operative date for Chapter 5.5 (later renumbered as Chapter 4.5), comprising Sections 15900 to 15912.07.)
CA Corp Code § 15912.06 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2 - PARTNERSHIPS|CHAPTER 4.5 - Uniform Limited Partnership Act of 2008|ARTICLE 12 - Miscellaneous Provisions|Section 15912.06.

15912.06.  (a) Before January 1, 2010, this chapter governs only:(1) a limited partnership formed on or after January 1, 2008; and(2) except as otherwise provided in subdivisions (c) and (d), a limited partnership formed before January 1, 2008, which elects, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be subject to this chapter.(b) Except as otherwise provided in subdivision (c), on and after January 1, 2010, this chapter governs all limited partnerships.(c) With respect to a limited partnership formed before January 1, 2008, the following rules apply except as the partners otherwise elect in the manner provided in the partnership agreement or by law for amending the partnership agreement:(1) Section 15901.04(c) does not apply and the limited partnership has whatever duration it had under the law applicable immediately before January 1, 2008.(2) Sections 15906.01 and 15906.02 do not apply and a limited partner has the same right and power to dissociate from the limited partnership, with the same consequences, as existed immediately before January 1, 2008.(3) Subdivision (d) of Section 15906.03 does not apply.(4) Subdivision (e) of Section 15906.03 does not apply and a court has the same power to expel a general partner as the court had immediately before January 1, 2008.(5) Subdivision (c) of Section 15908.01 does not apply and the connection between a person’s dissociation as a general partner and the dissolution of the limited partnership is the same as existed immediately before January 1, 2008.(d) With respect to a limited partnership that elects pursuant to paragraph (2) of subdivision (a) to be subject to this chapter, after the election takes effect, the provisions of this chapter relating to the liability of the limited partnership’s general partners to third parties apply:(1) before January 1, 2010, to:(A) a third party that had not done business with the limited partnership in the year before the election took effect; and(B) a third party that had done business with the limited partnership in the year before the election took effect only if the third party knows or has received a notification of the election; and(2) on and after January 1, 2010, to all third parties, but those provisions remain inapplicable to any obligation incurred while those provisions were inapplicable under subparagraph (B) of paragraph (1).(Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
CA Corp Code § 15912.07 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2 - PARTNERSHIPS|CHAPTER 4.5 - Uniform Limited Partnership Act of 2008|ARTICLE 12 - Miscellaneous Provisions|Section 15912.07.

15912.07.  This chapter does not affect an action commenced, proceeding brought, or right accrued before this chapter becomes operative.(Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
CA Corp Code § 16100 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2 - PARTNERSHIPS|CHAPTER 5 - Uniform Partnership Act of 1994|ARTICLE 1 - General Provisions|Section 16100.

16100.  This chapter may be cited as the Uniform Partnership Act of 1994.(Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
CA Corp Code § 16102 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2 - PARTNERSHIPS|CHAPTER 5 - Uniform Partnership Act of 1994|ARTICLE 1 - General Provisions|Section 16102.

16102.  (a) A person knows a fact if the person has actual knowledge of it.(b) A person has notice of a fact if any of the following apply:(1) The person knows of it.(2) The person has received a notification of it.(3) The person has reason to know it exists from all of the facts known to the person at the time in question.(4) Subdivision (f) of Section 16953 or subdivision (f) of Section 16959 as applicable.(c) A person notifies or gives a notification to another by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person knows of it.(d) A person receives a notification when either of the following apply:(1) The person knows of the notification.(2) The notification is duly delivered at the person’s place of business or at any other place held out by the person as a place for receiving communications.(e) Except as otherwise provided in subdivision (f), a person other than an individual knows, has notice, or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction knows, has notice, or receives a notification of the fact, or in any event when the fact would have been brought to the individual’s attention if the person had exercised reasonable diligence. The person exercises reasonable diligence if it maintains reasonable routines for communicating significant information to the individual conducting the transaction and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual’s regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.(f) A partner’s knowledge, notice, or receipt of a notification of a fact relating to the partnership is effective immediately as knowledge by, notice to, or receipt of a notification by the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner.(Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
CA Corp Code § 16103 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2 - PARTNERSHIPS|CHAPTER 5 - Uniform Partnership Act of 1994|ARTICLE 1 - General Provisions|Section 16103.

16103.  (a) Except as otherwise provided in subdivision (b), relations among the partners and between the partners and the partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership.(b) The partnership agreement may not do any of the following:(1) Vary the rights and duties under Section 16105 except to eliminate the duty to provide copies of statements to all of the partners.(2) Unreasonably restrict the right of access to books and records under subdivision (b) of Section 16403, or the right to be furnished with information under subdivision (c) of Section 16403.(3) Eliminate the duty of loyalty under subdivision (b) of Section 16404 or paragraph (3) of subdivision (b) of Section 16603, but, if not manifestly unreasonable, may do either of the following:(A) The partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty.(B) All of the partners or a number or percentage specified in the partnership agreement may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty.(4) Unreasonably reduce the duty of care under subdivision (c) of Section 16404 or paragraph (3) of subdivision (b) of Section 16603.(5) Eliminate the obligation of good faith and fair dealing under subdivision (d) of Section 16404, but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable.(6) Vary the power to dissociate as a partner under subdivision (a) Section 16602, except to require the notice under paragraph (1) of Section 16601 to be in writing.(7) Vary the right of a court to expel a partner in the events specified in paragraph (5) of Section 16601.(8) Vary the requirement to wind up the partnership business in cases specified in paragraph (4), (5), or (6) of Section 16801.(9) Restrict rights of third parties under this chapter.(10) Vary the law applicable to a registered limited liability partnership under subdivision (b) of Section 16106.(Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
CA Corp Code § 16104 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2 - PARTNERSHIPS|CHAPTER 5 - Uniform Partnership Act of 1994|ARTICLE 1 - General Provisions|Section 16104.

16104.  (a) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.(b) If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is that specified in Section 3289 of the Civil Code.(Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
CA Corp Code § 16105 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2 - PARTNERSHIPS|CHAPTER 5 - Uniform Partnership Act of 1994|ARTICLE 1 - General Provisions|Section 16105.

16105.  (a) A statement may be filed in the office of the Secretary of State. A certified copy of a statement that is filed in an office in another state may be filed in the office of the Secretary of State. Either filing has the effect provided in this chapter with respect to partnership property located in or transactions that occur in this state.(b) A certified copy of a statement that has been filed in the office of the Secretary of State and recorded in the office for recording transfers of real property has the effect provided for recorded statements in this chapter. A recorded statement that is not a certified copy of a statement filed in the office of the Secretary of State does not have the effect provided for recorded statements in this chapter.(c) A statement filed by a partnership shall be executed by at least two partners. Other statements shall be executed by a partner or other person authorized by this chapter. An individual who executes a statement as, or on behalf of, a partner or other person named as a partner in a statement shall personally declare under penalty of perjury that the contents of the statement are accurate.(d) A person authorized by this chapter to file a statement may amend or cancel the statement by filing an amendment or cancellation that names the partnership, identifies the statement, and states the substance of the amendment or cancellation.(e) A person who files a statement pursuant to this section shall promptly send a copy of the statement to every nonfiling partner and to any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or other person does not limit the effectiveness of the statement as to a person not a partner.(f) The Secretary of State may collect a fee for filing or providing a certified copy of a statement. The officer responsible for recording transfers of real property may collect a fee for recording a statement.(Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
CA Corp Code § 16106 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2 - PARTNERSHIPS|CHAPTER 5 - Uniform Partnership Act of 1994|ARTICLE 1 - General Provisions|Section 16106.

16106.  (a) Except as otherwise provided in subdivision (b) of this section, or Section 16958, the law of the jurisdiction in which a partnership has its chief executive office governs relations among the partners and between the partners and the partnership.(b) With respect to a registered limited liability partnership, the law of this state shall govern relations among the partners and between the partners and the partnership, and the liability of partners for obligations of the partnership.(Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
CA Corp Code § 16107 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2 - PARTNERSHIPS|CHAPTER 5 - Uniform Partnership Act of 1994|ARTICLE 1 - General Provisions|Section 16107.

16107.  A partnership governed by this chapter is subject to any amendment to or repeal of this chapter.(Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)