reglab/statecodes huggingface dataset:
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 5 - Uniform Partnership Act of 1994 › ARTICLE 3 - Relations of Partners to Persons Dealing with Partnership › Section 16301.

16301. Subject to the effect of a statement of partnership authority under Section 16303 both of the following apply:
(1) Each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership, unless the partner had no authority to act for the partnership in the particular matter and the person with whom the partner was dealing knew or had received a notification that the partner lacked authority.
(2) An act of a partner that is not apparently for carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership only if the act was authorized by the other partners.
(Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 5 - Uniform Partnership Act of 1994 › ARTICLE 3 - Relations of Partners to Persons Dealing with Partnership › Section 16302.

16302. (a) Partnership property may be transferred as follows:
(1) Subject to the effect of a statement of partnership authority under Section 16303, partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partnership name.
(2) Partnership property held in the name of one or more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.
(3) Partnership property held in the name of one or more persons other than the partnership, without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.
(b) A partnership may recover partnership property from a transferee only if it proves that execution of the instrument of initial transfer did not bind the partnership under Section 16301 and either of the following applies:
(1) As to a subsequent transferee who gave value for property transferred under paragraph (1) or (2) of subdivision (a), proves that the subsequent transferee knew or had received a notification that the person who executed the instrument of initial transfer lacked authority to bind the partnership.
(2) As to a transferee who gave value for property transferred under paragraph (3) of subdivision (a), proves that the transferee knew or had received a notification that the property was partnership property and that the person who executed the instrument of initial transfer lacked authority to bind the partnership.
(c) A partnership may not recover partnership property from a subsequent transferee if the partnership would not have been entitled to recover the property, under subdivision (b), from any earlier transferee of the property.
(d) If a person holds all of the partners’ interests in the partnership, all of the partnership property vests in that person. The person may execute a document in the name of the partnership to evidence vesting of the property in that person and may file or record the document.
(Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 5 - Uniform Partnership Act of 1994 › ARTICLE 3 - Relations of Partners to Persons Dealing with Partnership › Section 16304.

16304. A partner or other person named as a partner in a filed statement of partnership authority or in a list maintained by an agent pursuant to subdivision (b) of Section 16303 may file a statement of denial stating the name of the partnership as filed with the Secretary of State, any identification number issued by the Secretary of State, and the fact that is being denied, that may include denial of a person’s authority or status as a partner. A statement of denial is a limitation on authority as provided in subdivisions (d) and (e) of Section 16303.
(Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 5 - Uniform Partnership Act of 1994 › ARTICLE 3 - Relations of Partners to Persons Dealing with Partnership › Section 16305.

16305. (a) A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a partner acting in the ordinary course of business of the partnership or with authority of the partnership.
(b) If, in the course of the partnership’s business or while acting with authority of the partnership, a partner receives or causes the partnership to receive money or property of a person not a partner, and the money or property is misapplied by a partner, the partnership is liable for the loss.
(Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 5 - Uniform Partnership Act of 1994 › ARTICLE 3 - Relations of Partners to Persons Dealing with Partnership › Section 16307.

16307. (a) A partnership may sue and be sued in the name of the partnership.
(b) Except as otherwise provided in subdivision (g) of Section 16306, an action may be brought against the partnership and any or all of the partners in the same action or in separate actions.
(c) A judgment against a partnership is not by itself a judgment against a partner. A judgment against a partnership may not be satisfied from a partner’s assets unless there is also a judgment against the partner.
(d) A judgment creditor of a partner may not levy execution against the assets of the partner to satisfy a judgment based on a claim against the partnership unless any of the following apply:
(1) A judgment based on the same claim has been obtained against the partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part.
(2) The partnership is a debtor in bankruptcy.
(3) The partner has agreed that the creditor need not exhaust partnership assets.
(4) A court grants permission to the judgment creditor to levy execution against the assets of a partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of partnership assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court’s equitable powers.
(5) Liability is imposed on the partner by law or contract independent of the existence of the partnership.
(e) This section applies to any partnership liability or obligation resulting from a representation by a partner or purported partner under Section 16308.
(Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 5 - Uniform Partnership Act of 1994 › ARTICLE 3 - Relations of Partners to Persons Dealing with Partnership › Section 16308.

16308. Except with respect to registered limited liability partnerships and foreign limited liability partnerships:
(a) If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one or more persons not partners, the purported partner is liable to a person to whom the representation is made, if that person, relying on the representation, enters into a transaction with the actual or purported partnership. If the representation, either by the purported partner or by a person with the purported partner’s consent, is made in a public manner, the purported partner is liable to a person who relies upon the purported partnership even if the purported partner is not aware of being held out as a partner to the claimant. If partnership liability results, the purported partner is liable with respect to that liability as if the purported partner were a partner. If no partnership liability results, the purported partner is liable with respect to that liability jointly and severally with any other person consenting to the representation.
(b) If a person is thus represented to be a partner in an existing partnership, or with one or more persons not partners, the purported partner is an agent of persons consenting to the representation to bind them to the same extent and in the same manner as if the purported partner were a partner, with respect to persons who enter into transactions in reliance upon the representation. If all of the partners of the existing partnership consent to the representation, a partnership act or obligation results. If fewer than all of the partners of the existing partnership consent to the representation, the person acting and the partners consenting to the representation are jointly and severally liable.
(c) A person is not liable as a partner merely because the person is named by another in a statement of partnership authority.
(d) A person does not continue to be liable as a partner merely because of a failure to file a statement of dissociation or to amend a statement of partnership authority to indicate the partner’s dissociation from the partnership.
(e) Except as otherwise provided in subdivisions (a) and (b), persons who are not partners as to each other are not liable as partners to other persons.
(Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 5 - Uniform Partnership Act of 1994 › ARTICLE 3 - Relations of Partners to Persons Dealing with Partnership › Section 16309.

16309. (a) The statement of partnership authority may designate an agent for service of process. The agent may be an individual residing in this state or a corporation that has complied with Section 1505 and whose capacity to act as an agent has not terminated. If an individual is designated, the statement shall include that person’s complete business or residence street address in this state. If a corporate agent is designated, no address for that agent shall be set forth.
(b) An agent designated for service of process may deliver to the Secretary of State, on a form prescribed by the Secretary of State for filing, a signed and acknowledged written statement of resignation as an agent for service of process containing the name of the partnership and the Secretary of State’s file number of the partnership. On filing of the statement of resignation, the authority of the agent to act in that capacity shall cease and the Secretary of State shall mail or otherwise provide written notice of the filing of the statement of resignation to the partnership at its principal office.
(c) The resignation of an agent may be effective if, on a form prescribed by the Secretary of State containing the name of the partnership and the Secretary of State’s file number for the partnership and the name of the agent for service of process, the agent disclaims having been properly appointed as the agent.
(d) If an individual who has been designated agent for service of process dies or resigns or no longer resides in the state, or if the corporate agent for that purpose resigns, dissolves, withdraws from the state, forfeits its right to transact intrastate business, has its corporate rights, powers, and privileges suspended, or ceases to exist, the partnership or foreign partnership shall promptly file an amended statement of partnership authority, designating a new agent.
(e) The Secretary of State may destroy or otherwise dispose of any statement of resignation filed pursuant to this section after a new statement of partnership authority is filed pursuant to Section 16303 replacing the agent for service of process that has resigned.
(Amended by Stats. 2022, Ch. 617, Sec. 103. (SB 1202) Effective January 1, 2023.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 5 - Uniform Partnership Act of 1994 › ARTICLE 3 - Relations of Partners to Persons Dealing with Partnership › Section 16310.

16310. (a) If a partnership has designated an agent for service of process, process may be served on the partnership as provided in this section and in Chapter 4 (commencing with Section 413.10) of Title 5 of Part 2 of the Code of Civil Procedure.
(b) Personal service of a copy of any process against the partnership by delivery to an individual designated by it as agent, or if the designated agent is a corporation, to a person named in the latest certificate of the corporate agent filed pursuant to Section 1505 at the office of the corporate agent, shall constitute valid service on the partnership.
(c) No change in the address of the agent for service of process or appointment of a new agent for service of process shall be effective until an amendment to the statement of partnership authority is filed.
(d) (1) If an agent for service of process has resigned and has not been replaced, or if the designated agent cannot with reasonable diligence be found at the address designated for personal delivery of the process, and it is shown by affidavit to the satisfaction of the court that process against a partnership cannot be served with reasonable diligence upon the designated agent by hand in the manner provided in Section 415.10, subdivision (a) of Section 415.20, or subdivision (a) of Section 415.30 of the Code of Civil Procedure, the court may make an order that the service shall be made on a partnership by delivering by hand to the Secretary of State, or to any person employed in the Secretary of State’s office in the capacity of assistant or deputy, one copy of the process for each defendant to be served, together with a copy of the order authorizing the service. Service in this manner shall be deemed complete on the 10th day after delivery of the process to the Secretary of State.
(2) Upon receipt of the copy of process and the fee for service, the Secretary of State shall give notice of the service of the process to the partnership, at its principal office, by forwarding to that office, by registered mail with request for return receipt, the copy of the process.
(3) The Secretary of State shall keep a record of all process served on the Secretary of State under this section and shall record therein the time of service and the action taken by the Secretary of State. A certificate under the Secretary of State’s official seal, certifying to the receipt of process, the giving of notice to the partnership, and the forwarding of the process pursuant to this section, shall be competent and prima facie evidence of the service of process.
(Amended by Stats. 2022, Ch. 617, Sec. 104. (SB 1202) Effective January 1, 2023.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 5 - Uniform Partnership Act of 1994 › ARTICLE 4 - Relations of Partners to Each Other and to Partnership › Section 16401.

16401. (a) Each partner is deemed to have an account that is subject to both of the following:
(1) Credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner’s share of the partnership profits.
(2) Subject to Sections 16306 and 16957, charged with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, distributed by the partnership to the partner and the partner’s share of the partnership losses.
(b) Each partner is entitled to an equal share of the partnership profits and, subject to Sections 16306 and 16957, is chargeable with a share of the partnership losses in proportion to the partner’s share of the profits.
(c) A partnership shall reimburse a partner for payments made and indemnify a partner for liabilities incurred by the partner in the ordinary course of the business of the partnership or for the preservation of its business or property.
(d) A partnership shall reimburse a partner for an advance to the partnership beyond the amount of capital the partner agreed to contribute.
(e) A payment or advance made by a partner that gives rise to a partnership obligation under subdivision (c) or (d) constitutes a loan to the partnership that accrues interest from the date of the payment or advance.
(f) Each partner has equal rights in the management and conduct of the partnership business.
(g) A partner may use or possess partnership property only on behalf of the partnership.
(h) A partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation for services rendered in winding up the business of the partnership.
(i) A person may become a partner only with the consent of all of the partners.
(j) A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business of a partnership and an amendment to the partnership agreement may be undertaken only with the consent of all of the partners.
(k) This section does not affect the obligations of a partnership to other persons under Section 16301.
(Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 5 - Uniform Partnership Act of 1994 › ARTICLE 4 - Relations of Partners to Each Other and to Partnership › Section 16402.

16402. A partner has no right to receive, and may not be required to accept, a distribution in kind.
(Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 5 - Uniform Partnership Act of 1994 › ARTICLE 4 - Relations of Partners to Each Other and to Partnership › Section 16403.

16403. (a) A partnership shall keep its books and records, if any, in writing or in any other form capable of being converted into clearly legible tangible form, at its principal office.
(b) A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and records pertaining to the period during which they were partners. The right of access provides the opportunity to inspect and copy books and records during ordinary business hours. A partnership may impose a reasonable charge, covering the costs of labor and material, for copies of documents furnished.
(c) Each partner and the partnership shall furnish to a partner, and to the legal representative of a deceased partner or partner under legal disability, both of the following, which may be transmitted by electronic transmission by the partnership pursuant to paragraph (4) of Section 16101:
(1) Without demand, any information concerning the partnership’s business and affairs reasonably required for the proper exercise of the partner’s rights and duties under the partnership agreement or this chapter; and
(2) On demand, any other information concerning the partnership’s business and affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.
(Amended by Stats. 2022, Ch. 617, Sec. 105. (SB 1202) Effective January 1, 2023.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 5 - Uniform Partnership Act of 1994 › ARTICLE 4 - Relations of Partners to Each Other and to Partnership › Section 16404.

16404. (a) The fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care set forth in subdivisions (b) and (c).
(b) A partner’s duty of loyalty to the partnership and the other partners includes all of the following:
(1) To account to the partnership and hold as trustee for it any property, profit, or benefit derived by the partner in the conduct and winding up of the partnership business or derived from a use by the partner of partnership property or information, including the appropriation of a partnership opportunity.
(2) To refrain from dealing with the partnership in the conduct or winding up of the partnership business as or on behalf of a party having an interest adverse to the partnership.
(3) To refrain from competing with the partnership in the conduct of the partnership business before the dissolution of the partnership.
(c) A partner’s duty of care to the partnership and the other partners in the conduct and winding up of the partnership business is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.
(d) A partner shall discharge the duties to the partnership and the other partners under this chapter or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing.
(e) A partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the partner’s conduct furthers the partner’s own interest.
(f) A partner may lend money to and transact other business with the partnership, and as to each loan or transaction, the rights and obligations of the partner regarding performance or enforcement are the same as those of a person who is not a partner, subject to other applicable law.
(g) This section applies to a person winding up the partnership business as the personal or legal representative of the last surviving partner as if the person were a partner.
(Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 5 - Uniform Partnership Act of 1994 › ARTICLE 4 - Relations of Partners to Each Other and to Partnership › Section 16405.

16405. (a) A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership.
(b) A partner may maintain an action against the partnership or another partner for legal or equitable relief, with or without an accounting as to partnership business, to do any of the following:
(1) Enforce the partner’s rights under the partnership agreement.
(2) Enforce the partner’s rights under this chapter, including all of the following:
(A) The partner’s rights under Section 16401, 16403, or 16404.
(B) The partner’s right on dissociation to have the partner’s interest in the partnership purchased pursuant to Section 16701 or 16701.5, or to enforce any other right under Article 6 (commencing with Section 16601) or 7 (commencing with Section 16701).
(C) The partner’s right to compel a dissolution and winding up of the partnership business under Section 16801 or enforce any other right under Article 8 (commencing with Section 16801).
(3) Enforce the rights and otherwise protect the interests of the partner, including rights and interests arising independently of the partnership relationship.
(c) The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law.
(Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 5 - Uniform Partnership Act of 1994 › ARTICLE 4 - Relations of Partners to Each Other and to Partnership › Section 16406.

16406. (a) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, so far as is consistent with a partnership at will.
(b) If the partners, or those of them who habitually acted in the business during the term or undertaking, continue the business without any settlement or liquidation of the partnership, they are presumed to have agreed that the partnership will continue.
(Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 5 - Uniform Partnership Act of 1994 › ARTICLE 5 - Transferees and Creditors of Partner › Section 16501.

16501. A partner is not a coowner of partnership property and has no interest in partnership property that can be transferred, either voluntarily or involuntarily.
(Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 5 - Uniform Partnership Act of 1994 › ARTICLE 5 - Transferees and Creditors of Partner › Section 16502.

16502. The only transferable interest of a partner in the partnership is the partner’s share of the profits and losses of the partnership and the partner’s right to receive distributions. The interest is personal property.
(Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 5 - Uniform Partnership Act of 1994 › ARTICLE 5 - Transferees and Creditors of Partner › Section 16503.

16503. (a) A transfer, in whole or in part, of a partner’s transferable interest in the partnership is permissible. However, a transfer does not do either of the following:
(1) By itself cause the partner’s dissociation or a dissolution and winding up of the partnership business.
(2) As against the other partners or the partnership, entitle the transferee, during the continuance of the partnership, to participate in the management or conduct of the partnership business, to require access to information concerning partnership transactions, or to inspect or copy the partnership books or records.
(b) A transferee of a partner’s transferable interest in the partnership has a right to all of the following:
(1) To receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.
(2) To receive upon the dissolution and winding up of the partnership business, in accordance with the transfer, the net amount otherwise distributable to the transferor.
(3) To seek under paragraph (6) of Section 16801 a judicial determination that it is equitable to wind up the partnership business.
(c) In a dissolution and winding up, a transferee is entitled to an account of partnership transactions only from the date of the latest account agreed to by all of the partners.
(d) Upon transfer, the transferor retains the rights and duties of a partner other than the interest in distributions transferred.
(e) A partnership need not give effect to a transferee’s rights under this section until it has notice of the transfer.
(f) A transfer of a partner’s transferable interest in the 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.
(Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 5 - Uniform Partnership Act of 1994 › ARTICLE 5 - Transferees and Creditors of Partner › Section 16504.

16504. (a) On application by a judgment creditor of a partner or of a partner’s transferee, a court having jurisdiction may charge the transferable interest of the judgment debtor to satisfy the judgment. 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 partnership and make all other orders, directions, accounts, and inquiries the judgment debtor might have made or that the circumstances of the case may require.
(b) A charging order constitutes a lien on the judgment debtor’s transferable interest in the partnership. The court may order a foreclosure of 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 in any of the following manners:
(1) By the judgment debtor.
(2) With property other than partnership property, by one or more of the other partners.
(3) With partnership property, by one or more of the other partners with the consent of all of the partners whose interests are not so charged.
(d) This chapter does not deprive a partner of a right under exemption laws with respect to the partner’s interest in the partnership.
(e) This section provides the exclusive remedy by which a judgment creditor of a partner or partner’s transferee may satisfy a judgment out of the judgment debtor’s transferable interest in the partnership.
(Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 5 - Uniform Partnership Act of 1994 › ARTICLE 6 - Partner s Dissociation › Section 16602.

16602. (a) A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to paragraph (1) of Section 16601.
(b) A partner’s dissociation is wrongful only if any of the following apply:
(1) It is in breach of an express provision of the partnership agreement.
(2) In the case of a partnership for a definite term or particular undertaking, before the expiration of the term or the completion of the undertaking if any of the following apply:
(A) The partner withdraws by express will, unless the withdrawal follows within 90 days after another partner’s dissociation by death or otherwise under paragraphs (6) to (10), inclusive, of Section 16601 or wrongful dissociation under this subdivision.
(B) The partner is expelled by judicial determination under paragraph (5) of Section 16601.
(C) The partner is dissociated by becoming a debtor in bankruptcy.
(D) In the case of a partner who is not an individual, trust other than a business trust, or estate, the partner is expelled or otherwise dissociated because it willfully dissolved or terminated.
(c) A partner who wrongfully dissociates is liable to the partnership and to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the partner to the partnership or to the other partners.
(Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 5 - Uniform Partnership Act of 1994 › ARTICLE 6 - Partner s Dissociation › Section 16603.

16603. Upon a partner’s dissociation, all of the following apply:
(1) The partner’s right to participate in the management and conduct of the partnership business terminates.
(2) The partner’s duty of loyalty under paragraph (3) of subdivision (b) of Section 16404 terminates.
(3) The partner’s duty of loyalty under paragraphs (1) and (2) of subdivision (b) of Section 16404 and duty of care under subdivision (c) of Section 16404 continue only with regard to matters arising and events occurring before the partner’s dissociation.
(Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
2023 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 16701.5.

16701.5. (a) Section 16701 shall not apply to any dissociation that occurs within 90 days prior to a dissolution under Section 16801.
(b) For dissociations occurring within 90 days prior to the dissolution, both of the following shall apply:
(1) All partners who dissociated within 90 days prior to the dissolution shall be treated as partners under Section 16807.
(2) Any damages for wrongful dissociation under Section 16602 and all other amounts owed by the dissociated partner to the partnership, whether or not presently due, shall be taken into account in determining the amount distributable to the dissociated partner under Section 16807.
(Amended by Stats. 2007, Ch. 263, Sec. 16. Effective January 1, 2008.)
2023 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 16702.

16702. (a) For two years after a partner dissociates, the partnership, including a surviving partnership under Article 9 (commencing with Section 16901), is bound by an act of the dissociated partner that would have bound the partnership under Section 16301 before dissociation only if at the time of entering into the transaction all of the following apply to the other party:
(1) The other party reasonably believed that the dissociated partner was then a partner.
(2) The other party did not have notice of the partner’s dissociation.
(3) The other party is not deemed to have had knowledge under subdivision (e) of Section 16303 or notice under subdivision (c) of Section 16704.
(b) A dissociated partner is liable to the partnership for any damage caused to the partnership arising from an obligation incurred by the dissociated partner after dissociation for which the partnership is liable under subdivision (a).
(Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
2023 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 16703.

16703. (a) A partner’s dissociation does not of itself discharge the partner’s liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in subdivision (b).
(b) Except for registered limited liability partnerships and foreign limited liability partnerships, a partner who dissociates is liable as a partner to the other party in a transaction entered into by the partnership, or a surviving partnership under Article 9 (commencing with Section 16901), within two years after the partner’s dissociation, only if at the time of entering into the transaction all of the following apply to the other party:
(1) The other party reasonably believed that the dissociated partner was then a partner.
(2) The other party did not have notice of the partner’s dissociation.
(3) The other party is not deemed to have had knowledge under subdivision (e) of Section 16303 or notice under subdivision (c) of Section 16704.
(c) By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation.
(d) A dissociated partner is released from liability for a partnership obligation if a partnership creditor, with notice of the partner’s dissociation but without the partner’s consent, agrees to a material alteration in the nature or time of payment of a partnership obligation.
(Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
2023 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 16704.

16704. (a) A dissociated partner or the partnership may file a statement of dissociation 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 partner is dissociated from the partnership.
(b) A statement of dissociation is a limitation on the authority of a dissociated partner for the purposes of subdivisions (d) and (e) of Section 16303.
(c) For the purposes of paragraph (3) of subdivision (a) of Section 16702 and paragraph (3) of subdivision (b) of Section 16703, a person not a partner is deemed to have notice of the dissociation 90 days after the statement of dissociation is filed.
(Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
2023 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.)
2023 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.)
2023 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.)
2023 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.)
2023 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.)
2023 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.)
2023 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.)
2023 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.)