reglab/housing_qa huggingface dataset:
CA Corp Code § 16705 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2 - PARTNERSHIPS|CHAPTER 5 - Uniform Partnership Act of 1994|ARTICLE 7 - Partner s Dissociation When Business Not Wound Up|Section 16705.

16705.  Continued use of a partnership name, or a dissociated partner’s name as part thereof, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership continuing the business.(Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
CA Corp Code § 16801 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2 - PARTNERSHIPS|CHAPTER 5 - Uniform Partnership Act of 1994|ARTICLE 8 - Winding Up Partnership Business|Section 16801.

16801.  A partnership is dissolved, and its business shall be wound up, only upon the occurrence of any of the following events:(1) In a partnership at will, by the express will to dissolve and wind up the partnership business of at least half of the partners, including partners, other than wrongfully dissociating partners, who have dissociated within the preceding 90 days, and for which purpose a dissociation under paragraph (1) of Section 16601 constitutes an expression of that partner’s will to dissolve and wind up the partnership business.(2) In a partnership for a definite term or particular undertaking, when any of the following occurs:(A) After the expiration of 90 days after a partner’s dissociation by death or otherwise under paragraphs (6) to (10), inclusive, of Section 16601, or a partner’s wrongful dissociation under subdivision (b) of Section 16602 unless before that time a majority in interest of the partners, including partners who have rightfully dissociated pursuant to subparagraph (A) of paragraph (2) of subdivision (b) of Section 16602, agree to continue the partnership.(B) The express will of all of the partners to wind up the partnership business.(C) The expiration of the term or the completion of the undertaking.(3) An event agreed to in the partnership agreement resulting in the winding up of the partnership business.(4) An event that makes it unlawful for all or substantially all of the business of the partnership to be continued, but a cure of illegality within 90 days after notice to the partnership of the event is effective retroactively to the date of the event for purposes of this section.(5) On application by a partner, a judicial determination that any of the following apply:(A) The economic purpose of the partnership is likely to be unreasonably frustrated.(B) Another partner has engaged in conduct relating to the partnership business that makes it not reasonably practicable to carry on the business in partnership with that partner.(C) It is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement.(6) On application by a transferee of a partner’s transferable interest, a judicial determination that it is equitable to wind up the partnership business after the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer.(Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
CA Corp Code § 16802 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2 - PARTNERSHIPS|CHAPTER 5 - Uniform Partnership Act of 1994|ARTICLE 8 - Winding Up Partnership Business|Section 16802.

16802.  (a) Subject to subdivision (b), a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed.(b) At any time after the dissolution of a partnership and before the winding up of its business is completed, all of the partners, including any dissociating partner other than a wrongfully dissociating partner, may waive the right to have the partnership’s business wound up and the partnership terminated. In that event both of the following apply:(1) The partnership resumes carrying on its business as if dissolution had never occurred, and any liability incurred by the partnership or a partner after the dissolution and before the waiver is determined as if dissolution had never occurred.(2) The rights of a third party accruing under paragraph (1) of Section 16804 or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver may not be adversely affected.(Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
CA Corp Code § 16803 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2 - PARTNERSHIPS|CHAPTER 5 - Uniform Partnership Act of 1994|ARTICLE 8 - Winding Up Partnership Business|Section 16803.

16803.  (a) After dissolution, a partner who has not dissociated may participate in winding up the partnership’s business, but on application of any partner, partner’s legal representative, or transferee, the court, for good cause shown, may order judicial supervision of the winding up.(b) The legal representative of the last surviving partner may wind up a partnership’s business.(c) A person winding up a partnership’s business may preserve the partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, settle and close the partnership’s business, dispose of and transfer the partnership’s property, discharge the partnership’s liabilities, distribute the assets of the partnership pursuant to Section 16807, settle disputes by mediation or arbitration, and perform other necessary acts.(Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
CA Corp Code § 16804 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2 - PARTNERSHIPS|CHAPTER 5 - Uniform Partnership Act of 1994|ARTICLE 8 - Winding Up Partnership Business|Section 16804.

16804.  Subject to Section 16805, a partnership is bound by a partner’s act after dissolution that is either of the following:(1) Appropriate for winding up the partnership business.(2) Would have bound the partnership under Section 16301 before dissolution, if the other party to the transaction did not have notice of the dissolution.(Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
CA Corp Code § 16805 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2 - PARTNERSHIPS|CHAPTER 5 - Uniform Partnership Act of 1994|ARTICLE 8 - Winding Up Partnership Business|Section 16805.

16805.  (a) After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership as filed with the Secretary of State, any identification number issued by the Secretary of State, and that the partnership has dissolved and is winding up its business.(b) A statement of dissolution cancels a filed statement of partnership authority for the purposes of subdivision (d) of Section 16303 and is a limitation on authority for the purposes of subdivision (e) of Section 16303.(c) For the purposes of Sections 16301 and 16804, a person not a partner is deemed to have notice of the dissolution and the limitation on the partners’ authority as a result of the statement of dissolution 90 days after it is filed.(d) After filing and, if appropriate, recording a statement of dissolution, a dissolved partnership may file and, if appropriate, record a statement of partnership authority that will operate with respect to a person not a partner as provided in subdivisions (d) and (e) of Section 16303 in any transaction, whether or not the transaction is appropriate for winding up the partnership business.(Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
CA Corp Code § 16806 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2 - PARTNERSHIPS|CHAPTER 5 - Uniform Partnership Act of 1994|ARTICLE 8 - Winding Up Partnership Business|Section 16806.

16806.  (a) Except as otherwise provided in subdivision (b) and except for registered limited liability partnerships and foreign limited liability partnerships, after dissolution a partner is liable to the other partners for the partner’s share of any partnership liability incurred under Section 16804.(b) Except for registered limited liability partnerships and foreign limited liability partnerships, a partner who, with knowledge of the dissolution, incurs a partnership liability under paragraph (2) of Section 16804 by an act that is not appropriate for winding up the partnership business is liable to the partnership for any damage caused to the partnership arising from the liability.(Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
CA Corp Code § 16807 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2 - PARTNERSHIPS|CHAPTER 5 - Uniform Partnership Act of 1994|ARTICLE 8 - Winding Up Partnership Business|Section 16807.

16807.  (a) In winding up a partnership’s business, the assets of the partnership, including the contributions of the partners required by this section, shall be applied to discharge its obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus shall be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under subdivision (b).(b) Each partner is entitled to a settlement of all partnership accounts upon winding up the partnership business. In settling accounts among the partners, the profits and losses that result from the liquidation of the partnership assets shall be credited and charged to the partners’ accounts. The partnership shall make a distribution to a partner in an amount equal to any excess of the credits over the charges in the partner’s account. Except for registered limited liability partnerships and foreign limited liability partnerships, a partner shall contribute to the partnership an amount equal to any excess of the charges over the credits in the partner’s account.(c) If a partner fails to contribute the full amount that the partner is obligated to contribute under subdivision (b), all of the other partners shall contribute, in the proportions in which those partners share partnership losses, the additional amount necessary to satisfy the partnership obligations for which they are liable under Section 16306. A partner or partner’s legal representative may recover from the other partners any contributions the partner makes to the extent the amount contributed exceeds that partner’s share of the partnership obligations for which the partner is personally liable under Section 16306.(d) After the settlement of accounts, each partner shall contribute, in the proportion in which the partner shares partnership losses, the amount necessary to satisfy partnership obligations that were not known at the time of the settlement and for which the partner is personally liable under Section 16306.(e) The estate of a deceased partner is liable for the partner’s obligation to contribute to the partnership.(f) An assignee for the benefit of creditors of a partnership or a partner, or a person appointed by a court to represent creditors of a partnership or a partner, may enforce a partner’s obligation to contribute to the partnership.(Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
CA Corp Code § 16901 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2 - PARTNERSHIPS|CHAPTER 5 - Uniform Partnership Act of 1994|ARTICLE 9 - Conversions and Mergers|Section 16901.

16901.  In this article, the following terms have the following meanings:(1) “Constituent other business entity” means any other business entity that is merged with or into one or more partnerships and includes a surviving other business entity.(2) “Constituent partnership” means a partnership that is merged with or into one or more other partnerships or other business entities and includes a surviving partnership.(3) “Disappearing other business entity” means a constituent other business entity that is not the surviving other business entity.(4) “Disappearing partnership” means a constituent partnership that is not the surviving partnership.(5) “Domestic” means organized under the laws of this state when used in relation to any partnership, other business entity, or person (other than an individual).(6) “Foreign other business entity” means any other business entity formed under the laws of any state other than this state or under the laws of the United States or of a foreign country.(7) “Foreign partnership” means a partnership formed under the laws of any state other than this state or under the laws of a foreign country.(8) “General partner” means a partner in a partnership and a general partner in a limited partnership.(9) “Limited liability company” means a limited liability company created under Title 2.6 (commencing with Section 17701.01), or comparable law of another jurisdiction.(10) “Limited partner” means a limited partner in a limited partnership.(11) “Limited partnership” means a limited partnership created under Chapter 3 (commencing with Section 15611) or Chapter 5.5 (commencing with Section 15900), predecessor law, or comparable law of another jurisdiction.(12) “Other business entity” means a limited partnership, limited liability company, corporation, business trust, real estate investment trust, or an unincorporated association (other than a nonprofit association), but excluding a partnership.(13) “Partner” includes both a general partner and a limited partner.(14) “Surviving other business entity” means an other business entity into which one or more partnerships are merged.(15) “Surviving partnership” means a partnership into which one or more other partnerships or other business entities are merged.(Amended by Stats. 2014, Ch. 64, Sec. 6. (AB 2742) Effective January 1, 2015.)
CA Corp Code § 16902 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2 - PARTNERSHIPS|CHAPTER 5 - Uniform Partnership Act of 1994|ARTICLE 9 - Conversions and Mergers|Section 16902.

16902.  (a) A partnership, other than a registered limited liability partnership, may be converted into a domestic other business entity or a foreign other business entity pursuant to this article if, (1) pursuant to a conversion into a domestic or foreign limited partnership or limited liability company, each of the partners of the converting partnership would receive a percentage interest in the profits and capital of the converted other business entity equal to the partner’s percentage interest in profits and capital of the converting partnership as of the effective time of the conversion, and (2) pursuant to a conversion into an other business entity or foreign other business entity not specified in clause (1) above, each of the partnership interests of the same class is treated equally with respect to any distribution of cash, property, rights, interests, or securities of the converted other business entity unless all partners of the same class consent.(b) Notwithstanding this section, the conversion of a partnership to a domestic or foreign other business entity may be effected only if: (1) the law under which that domestic or foreign other business entity will exist expressly permits the formation of that other entity pursuant to a conversion; and (2) the partnership complies with any and all other requirements of that other law that applies to conversion of the other business entity.(Amended by Stats. 2002, Ch. 480, Sec. 15. Effective January 1, 2003.)
CA Corp Code § 16904 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2 - PARTNERSHIPS|CHAPTER 5 - Uniform Partnership Act of 1994|ARTICLE 9 - Conversions and Mergers|Section 16904.

16904.  (a) A conversion into a domestic other business entity shall become effective upon the earliest date that all of the following shall have occurred:(1) The approval of the plan of conversion by the partners of the converting partnership as provided in Section 16903.(2) The filing of all documents required by law to create the converted other business entity, which documents shall also contain a statement of conversion, if required under Section 16906.(3) The effective date, if set forth in the plan of conversion, shall have occurred.(b) A copy of the certificate of limited partnership, articles of organization, or articles of incorporation, complying with Section 16906, if applicable, duly certified by the Secretary of State, is conclusive evidence of the conversion of the partnership.(Amended by Stats. 2002, Ch. 480, Sec. 17. Effective January 1, 2003.)
CA Corp Code § 16905 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2 - PARTNERSHIPS|CHAPTER 5 - Uniform Partnership Act of 1994|ARTICLE 9 - Conversions and Mergers|Section 16905.

16905.  (a) The conversion of a partnership into a foreign other business entity shall comply with Section 16902.(b) If the partnership is converting into a foreign other business entity, then the conversion proceedings shall be in accordance with the laws of the state or place of organization of the foreign other business entity and the conversion shall become effective in accordance with that law.(c) (1) Unless a statement of conversion has been filed to effect the conversion, the converted foreign other business entity shall promptly notify the Secretary of State of the mailing address of its agent for service of process, its chief executive office, and of any change of address. To enforce an obligation of a partnership that has converted to a foreign other business entity, the Secretary of State shall only be the agent for service of process in an action or proceeding against the converted foreign other business entity, if the agent designated for the service of process for that entity is a natural person and cannot be found with due diligence or if the agent is a corporation and no person, to whom delivery may be made, may be located with due diligence, or if no agent has been designated and if no one of the officers, partners, managers, members, or agents of that entity may be located after diligent search, and it is so shown by affidavit to the satisfaction of the court. The court then may make an order that service be made by personal delivery to the Secretary of State or to an assistant or deputy Secretary of State of two copies of the process together with two copies of the order, and the order shall set forth an address to which the process shall be sent by the Secretary of State. Service in this manner is deemed complete on the 10th day after delivery of the process to the Secretary of State.(2) Upon receipt of the process and order and the fee set forth in Section 12197 of the Government Code, the Secretary of State shall provide notice to the entity of the service of the process by forwarding by certified mail, return receipt requested, a copy of the process and order to the address specified in the order.(3) The Secretary of State shall keep a record of all process served upon the Secretary of State and shall record therein the time of service and the Secretary of State’s action with respect thereto. The certificate of the Secretary of State, under the Secretary of State’s official seal, certifying to the receipt of process, the providing of notice thereof to the entity, and the forwarding of the process, shall be competent and prima facie evidence of the matters stated therein.(Amended by Stats. 2002, Ch. 480, Sec. 18. Effective January 1, 2003.)
CA Corp Code § 16906 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2 - PARTNERSHIPS|CHAPTER 5 - Uniform Partnership Act of 1994|ARTICLE 9 - Conversions and Mergers|Section 16906.

16906.  (a) If the converting partnership has filed a statement of partnership authority under Section 16303 that is effective at the time of the conversion, then upon conversion to a domestic limited partnership, limited liability company, or corporation, the certificate of limited partnership, articles of organization, or articles of incorporation filed by the converted entity, as applicable, shall contain a statement of conversion, in that form as may be prescribed by the Secretary of State. If the converting partnership has not filed a statement of partnership authority under Section 16303 that is effective at the time of the conversion, upon conversion to a domestic limited partnership, limited liability company, or corporation, the converted entity may, but is not required to file, on its certificate of limited partnership, articles of organization, or articles of incorporation, a statement of conversion. A statement of conversion shall set forth all of the following:(1) The name of the converting partnership and the Secretary of State’s file number, if any, of the converting partnership.(2) A statement that the principal terms of the plan of conversion were approved by a vote of the partners, which equaled or exceeded the vote required under Section 16903.(3) The name, mailing address, and street address of the converted entity’s agent for service of process. If a corporation qualified under Section 1505 is designated as the agent, no address for it shall be set forth.(b) A partnership converting to a foreign other business entity that has filed a statement of partnership authority under Section 16303 that is effective at the time of conversion may file a certificate of conversion with the Secretary of State. The certificate of conversion shall contain the following:(1) The names of the converting partnership and the converted entity.(2) The street address of the converted entity’s chief executive office and of an office in this state, if any.(3) The form of organization of the converted entity.(4) The name, mailing address, and street address of the converted entity’s agent for service of process. If a corporation qualified under Section 1505 is designated as the agent, no address for it shall be set forth.(c) The filing with the Secretary of State of a certificate of limited partnership, articles of organization, or articles of incorporation containing a statement of conversion as set forth in subdivision (a) or a certificate of conversion filed pursuant to subdivision (b) shall have the effect of the filing of a cancellation by the converting partnership of any statement of partnership authority filed by it.(Amended by Stats. 2015, Ch. 189, Sec. 5. (AB 1471) Effective January 1, 2016.)