reglab/housing_qa huggingface dataset:
CA Corp Code § 15905.05 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2 - PARTNERSHIPS|CHAPTER 4.5 - Uniform Limited Partnership Act of 2008|ARTICLE 5 - Contributions and Distributions|Section 15905.05.

15905.05.  A person does not have a right to receive a distribution on account of dissociation.(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 § 15905.06 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2 - PARTNERSHIPS|CHAPTER 4.5 - Uniform Limited Partnership Act of 2008|ARTICLE 5 - Contributions and Distributions|Section 15905.06.

15905.06.  A partner does not have a right to demand or receive any distribution from a limited partnership in any form other than cash. Subject to subdivision (b) of Section 15908.09, a limited partnership may distribute an asset in kind to the extent each partner receives a percentage of the asset equal to the partner’s share of distributions.(Amended by Stats. 2007, Ch. 130, Sec. 44. Effective January 1, 2008.)
CA Corp Code § 15905.07 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2 - PARTNERSHIPS|CHAPTER 4.5 - Uniform Limited Partnership Act of 2008|ARTICLE 5 - Contributions and Distributions|Section 15905.07.

15905.07.  When a partner or transferee becomes entitled to receive a distribution, the partner or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution. However, the limited partnership’s obligation to make a distribution is subject to offset for any amount owed to the limited partnership by the partner or dissociated partner on whose account the distribution is made.(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 § 15905.08 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2 - PARTNERSHIPS|CHAPTER 4.5 - Uniform Limited Partnership Act of 2008|ARTICLE 5 - Contributions and Distributions|Section 15905.08.

15905.08.  (a) A limited partnership may not make a distribution in violation of the partnership agreement.(b) A limited partnership may not make a distribution if after the distribution:(1) the limited partnership would not be able to pay its debts as they become due in the ordinary course of the limited partnership’s activities; or(2) the limited partnership’s total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the limited partnership were to be dissolved, wound up, and terminated at the time of the distribution, to satisfy the preferential rights upon dissolution, winding up, and termination of partners whose preferential rights are superior to those of persons receiving the distribution.(c) A limited partnership may base a determination that a distribution is not prohibited under subdivision (b) on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances.(d) Except as otherwise provided in subdivision (g), the effect of a distribution under subdivision (b) is measured:(1) in the case of distribution by purchase, redemption, or other acquisition of a transferable interest in the limited partnership, as of the date money or other property is transferred or debt incurred by the limited partnership; and(2) in all other cases, as of the date:(A) the distribution is authorized, if the payment occurs within 120 days after that date; or(B) the payment is made, if payment occurs more than l20 days after the distribution is authorized.(e) A limited partnership’s indebtedness to a partner incurred by reason of a distribution made in accordance with this section is at parity with the limited partnership’s indebtedness to its general unsecured creditors.(f) A limited partnership’s indebtedness, including indebtedness issued in connection with or as part of a distribution, is not considered a liability for purposes of subdivision (b) if the terms of the indebtedness provide that payment of principal and interest are made only to the extent that a distribution could then be made to partners under this section.(g) If indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is made.(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 § 15905.09 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2 - PARTNERSHIPS|CHAPTER 4.5 - Uniform Limited Partnership Act of 2008|ARTICLE 5 - Contributions and Distributions|Section 15905.09.

15905.09.  (a) A general partner that consents to a distribution made in violation of Section 15905.08 is personally liable to the limited partnership for the amount of the distribution which exceeds the amount that could have been distributed without the violation if it is established that in consenting to the distribution the general partner failed to comply with Section 15904.08.(b) A partner or transferee that received a distribution knowing that the distribution to that partner or transferee was made in violation of Section 15905.08 is personally liable to the limited partnership but only to the extent that the distribution received by the partner or transferee exceeded the amount that could have been properly paid under Section 15905.08.(c) A general partner against which an action is commenced under subdivision (a) may:(1) implead in the action any other person that is liable under subdivision (a) and compel contribution from the person; and(2) implead in the action any person that received a distribution in violation of subdivision (b) and compel contribution from the person in the amount the person received in violation of subdivision (b).(d) An action under this section is barred if it is not commenced within four years after the distribution.(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 § 15906.02 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2 - PARTNERSHIPS|CHAPTER 4.5 - Uniform Limited Partnership Act of 2008|ARTICLE 6 - Dissociation|Section 15906.02.

15906.02.  (a) Upon a person’s dissociation as a limited partner:(1) subject to Section 15907.04, the person does not have further rights as a limited partner;(2) the person’s obligation of good faith and fair dealing as a limited partner under subdivision (b) of Section 15903.05 continues only as to matters arising and events occurring before the dissociation; and(3) subject to Section 15907.04 and Article 11 (commencing with Section 15911.01), any transferable interest owned by the person in the person’s capacity as a limited partner immediately before dissociation is owned by the person as a mere transferee.(b) A person’s dissociation as a limited partner does not of itself discharge the person from any obligation to the limited partnership or the other partners which the person incurred while a limited partner.(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 § 15906.04 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2 - PARTNERSHIPS|CHAPTER 4.5 - Uniform Limited Partnership Act of 2008|ARTICLE 6 - Dissociation|Section 15906.04.

15906.04.  (a) A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by express will pursuant to subdivision (a) of Section 15906.03.(b) A person’s dissociation as a general partner is wrongful only if:(1) it is in breach of an express provision of the partnership agreement; or(2) it occurs before the termination of the limited partnership, and:(A) the person withdraws as a general partner by express will;(B) the person is expelled as a general partner by judicial determination under subdivision (e) of Section 15906.03;(C) the person is dissociated as a general partner by becoming a debtor in bankruptcy; or(D) 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.(c) A person that wrongfully dissociates as a general partner is liable to the limited partnership and, subject to Section 15910.01, 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.(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 § 15906.05 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2 - PARTNERSHIPS|CHAPTER 4.5 - Uniform Limited Partnership Act of 2008|ARTICLE 6 - Dissociation|Section 15906.05.

15906.05.  (a) Upon a person’s dissociation as a general partner all of the following apply:(1) The person’s right to participate as a general partner in the management and conduct of the partnership’s activities terminates.(2) The person’s duty of loyalty as a general partner under paragraph (3) of subdivision (b) of Section 15904.08 terminates.(3) The person’s duty of loyalty as a general partner under paragraphs (1) and (2) of subdivision (b) of Section 15904.08 and duty of care under subdivision (c) of Section 15904.08 continue only with regard to matters arising and events occurring before the person’s dissociation as a general partner.(4) The person may sign and deliver to the Secretary of State on a form prescribed by the Secretary of State for filing, containing the name of the limited partnership and the Secretary of State’s file number of the limited partnership, a certificate of dissociation pertaining to the person and, at the request of the limited partnership, shall sign an amendment to the certificate of limited partnership which states that the person has dissociated.(5) Subject to Section 15907.04 and Article 11 (commencing with Section 15911.01), any transferable interest owned by the person immediately before dissociation in the person’s capacity as a general partner is owned by the person as a mere transferee.(b) A person’s dissociation as a general partner does not of itself discharge the person from any obligation to the limited partnership or the other partners which the person incurred while a general partner.(Amended by Stats. 2014, Ch. 834, Sec. 27. (SB 1041) Effective January 1, 2015.)
CA Corp Code § 15906.06 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2 - PARTNERSHIPS|CHAPTER 4.5 - Uniform Limited Partnership Act of 2008|ARTICLE 6 - Dissociation|Section 15906.06.

15906.06.  (a) After a person is dissociated as a general partner and before the limited partnership is dissolved, converted under Article 11 (commencing with Section 15911.01), or merged out of existence under that article, the limited partnership is bound by an act of the person only if:(1) the act would have bound the limited partnership under Section 15904.02 before the dissociation; and(2) at the time the other party enters into the transaction:(A) less than two years have passed since the dissociation; and(B) the other party does not have notice of the dissociation and reasonably believes that the person is a general partner.(b) If a limited partnership is bound under subdivision (a), the person dissociated as a general partner which caused the limited partnership to be bound is liable:(1) to the limited partnership for any damage caused to the limited partnership arising from the obligation incurred under subdivision (a); and(2) if a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability.(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 § 15906.07 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2 - PARTNERSHIPS|CHAPTER 4.5 - Uniform Limited Partnership Act of 2008|ARTICLE 6 - Dissociation|Section 15906.07.

15906.07.  (a) A person’s dissociation as a general partner does not of itself discharge the person’s liability as a general partner for an obligation of the limited partnership incurred before dissociation. Except as otherwise provided in subdivisions (b) and (c), the person is not liable for a limited partnership’s obligation incurred after dissociation.(b) A person whose dissociation as a general partner resulted in a dissolution and winding up of the limited partnership’s activities is liable to the same extent as a general partner under Section 15904.04 on an obligation incurred by the limited partnership under Section 15908.04.(c) A person that has dissociated as a general partner but whose dissociation did not result in a dissolution and winding up of the limited partnership’s activities is liable on a transaction entered into by the limited partnership after the dissociation only if:(1) a general partner would be liable on the transaction; and(2) at the time the other party enters into the transaction:(A) less than two years have passed since the dissociation; and(B) the other party does not have notice of the dissociation and reasonably believes that the person is a general partner.(d) By agreement with a creditor of a limited partnership and the limited partnership, a person dissociated as a general partner may be released from liability to the creditor for an obligation of the limited partnership.(e) A person dissociated as a general partner is released from liability for an obligation of the limited partnership if the limited partnership’s creditor, with notice of the person’s dissociation as a general partner but without the person’s consent, agrees to a material alteration in the nature or time of payment of the obligation.(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 § 15907.01 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2 - PARTNERSHIPS|CHAPTER 4.5 - Uniform Limited Partnership Act of 2008|ARTICLE 7 - Transferable Interests and Rights of Transferees and Creditors|Section 15907.01.

15907.01.  The only interest of a partner which is transferable is the partner’s transferable interest. A transferable interest is personal property.(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 § 15907.02 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2 - PARTNERSHIPS|CHAPTER 4.5 - Uniform Limited Partnership Act of 2008|ARTICLE 7 - Transferable Interests and Rights of Transferees and Creditors|Section 15907.02.

15907.02.  (a) A transfer, in whole or in part, of a partner’s transferable interest:(1) is permissible;(2) does not by itself cause the partner’s dissociation or a dissolution and winding up of the limited partnership’s activities; and(3) does not, as against the other partners or the limited partnership, entitle the transferee to participate in the management or conduct of the limited partnership’s activities, to require access to information concerning the limited partnership’s transactions except as otherwise provided in subdivision (c), or to inspect or copy the required information or the limited partnership’s other records or to exercise any other rights or powers of a partner.(b) A transferee has a right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.(c) A transferee is entitled to an account of the limited partnership’s transactions only upon the dissolution and winding up of the limited partnership.(d) Upon transfer, the transferor retains the rights of a partner other than the interest in distributions transferred and retains all duties and obligations of a partner.(e) A limited partnership need not give effect to a transferee’s rights under this section until the limited partnership has notice of the transfer.(f) A transfer of a partner’s transferable interest in the limited partnership in violation of a restriction on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer.(g) A transferee that becomes a partner with respect to a transferable interest is liable for the transferor’s obligations under Sections 15905.02 and 15905.09. However, the transferee is not obligated for liabilities unknown to the transferee at the time the transferee became a partner.(h) A transferee of a partnership interest, including a transferee of a general partner, may become a limited partner if and to the extent that (1) the partnership agreement provides or (2) all general partners and a majority in interest of the limited partners consent.(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 § 15907.03 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2 - PARTNERSHIPS|CHAPTER 4.5 - Uniform Limited Partnership Act of 2008|ARTICLE 7 - Transferable Interests and Rights of Transferees and Creditors|Section 15907.03.

15907.03.  (a) On application to a court of competent jurisdiction by any judgment creditor of a partner or transferee, the court may charge the transferable interest of the judgment debtor with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of a transferee. The court may appoint a receiver of the share of the distributions due or to become due to the judgment debtor in respect of the limited partnership and make all other orders, directions, accounts, and inquiries the judgment debtor might have made or which the circumstances of the case may require to give effect to the charging order.(b) A charging order constitutes a lien on the judgment debtor’s transferable interest. The court may order a foreclosure upon the interest subject to the charging order at any time. The purchaser at the foreclosure sale has the rights of a transferee.(c) At any time before foreclosure, an interest charged may be redeemed:(1) by the judgment debtor;(2) with property other than limited partnership property, by one or more of the other partners; or(3) with limited partnership property, by the limited partnership with the consent of all partners whose interests are not so charged.(d) This chapter does not deprive any partner or transferee of the benefit of any exemption laws applicable to the partner’s or transferee’s transferable interest.(e) This section provides the exclusive remedy by which a judgment creditor of a partner or transferee may satisfy a judgment out of the judgment debtor’s transferable interest.(f) No creditor of a partner shall have any right to obtain possession or otherwise exercise legal or equitable remedies with respect to the property of the limited partnership.(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 § 15907.04 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2 - PARTNERSHIPS|CHAPTER 4.5 - Uniform Limited Partnership Act of 2008|ARTICLE 7 - Transferable Interests and Rights of Transferees and Creditors|Section 15907.04.

15907.04.  If a partner dies, the deceased partner’s personal representative or other legal representative may exercise the rights of a transferee as provided in Section 15907.02 and, for the purposes of settling the estate, may exercise the rights of a current limited partner under Section 15903.04.(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 § 15908.01 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2 - PARTNERSHIPS|CHAPTER 4.5 - Uniform Limited Partnership Act of 2008|ARTICLE 8 - Dissolution|Section 15908.01.

15908.01.  Except as otherwise provided in Section 15908.02, a limited partnership is dissolved, and its activities must be wound up, only upon the occurrence of any of the following:(a) the happening of an event specified in the partnership agreement;(b) the consent of all general partners and of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective;(c) after the dissociation of a person as a general partner:(1) if the limited partnership has at least one remaining general partner, and a consent to dissolve the limited partnership is given within 90 days after the dissociation by partners owning a majority of the rights to receive distributions as partners at the time the consent is to be effective; or(2) if the limited partnership does not have a remaining general partner, the passage of 90 days after the dissociation, unless before the end of the period:(A) consent to continue the activities of the limited partnership and admit at least one general partner is given by limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective; and(B) at least one person is admitted as a general partner in accordance with the consent; or(d) the passage of 90 days after the dissociation of the limited partnership’s last limited partner, unless before the end of the period the limited partnership admits at least one limited partner.(Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)