reglab/statecodes huggingface dataset:
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 4.5 - Uniform Limited Partnership Act of 2008 › ARTICLE 4 - General Partners › Section 15904.02.

15904.02. (a) Each general partner is an agent of the limited partnership for the purposes of its activities. An act of a general partner, including the signing of a record in the partnership’s name, for apparently carrying on in the ordinary course the limited partnership’s activities or activities of the kind carried on by the limited partnership binds the limited partnership, unless the general partner did not have authority to act for the limited partnership in the particular matter and the person with which the general partner was dealing knew, had received a notification, or had notice under subdivision (d) of Section 15901.03 that the general partner lacked authority.
(b) An act of a general partner which is not apparently for carrying on in the ordinary course the limited partnership’s activities or activities of the kind carried on by the limited partnership binds the limited partnership only if the act was actually authorized by all 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.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 4.5 - Uniform Limited Partnership Act of 2008 › ARTICLE 4 - General Partners › Section 15904.03.

15904.03. (a) A limited 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 general partner acting in the ordinary course of activities of the limited partnership or with authority of the limited partnership.
(b) If, in the course of the limited partnership’s activities or while acting with authority of the limited partnership, a general partner receives or causes the limited partnership to receive money or property of a person not a partner, and the money or property is misapplied by a general partner, the limited partnership is liable for the loss.
(Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 4.5 - Uniform Limited Partnership Act of 2008 › ARTICLE 4 - General Partners › Section 15904.04.

15904.04. (a) Except as otherwise provided in subdivision (b), all general partners are liable jointly and severally for all obligations of the limited partnership unless otherwise agreed by the claimant or provided by law.
(b) A person that becomes a general partner of an existing limited partnership is not personally liable for an obligation of a limited partnership incurred before the person became a general partner.
(Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 4.5 - Uniform Limited Partnership Act of 2008 › ARTICLE 4 - General Partners › Section 15904.05.

15904.05. (a) To the extent not inconsistent with Section 15904.04, a general partner may be joined in an action against the limited partnership or named in a separate action.
(b) A judgment against a limited partnership is not by itself a judgment against a general partner. A judgment against a limited partnership may not be satisfied from a general partner’s assets unless there is also a judgment against the general partner.
(c) A judgment creditor of a general partner may not levy execution against the assets of the general partner to satisfy a judgment based on a claim against the limited partnership, unless the partner is personally liable for the claim under Section 15904.04 and:
(1) a judgment based on the same claim has been obtained against the limited partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;
(2) the limited partnership is a debtor in bankruptcy;
(3) the general partner has agreed that the creditor need not exhaust limited partnership assets;
(4) a court grants permission to the judgment creditor to levy execution against the assets of a general partner based on a finding that limited partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of limited partnership assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court’s equitable powers; or
(5) liability is imposed on the general partner by law or contract independent of the existence 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.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 4.5 - Uniform Limited Partnership Act of 2008 › ARTICLE 4 - General Partners › Section 15904.06.

15904.06. (a) Each general partner has equal rights in the management and conduct of the limited partnership’s activities. Except as expressly provided in this chapter, any matter relating to the activities of the limited partnership may be exclusively decided by the general partner or, if there is more than one general partner, by a majority of the general partners.
(b) The consent of each partner is necessary to:
(1) amend the partnership agreement; and
(2) sell, lease, exchange, or otherwise dispose of all, or substantially all, of the limited partnership’s property, with or without the good will, other than in the usual and regular course of the limited partnership’s activities.
(c) A limited partnership shall reimburse a general partner for payments made and indemnify a general partner for liabilities incurred by the general partner in the ordinary course of the activities of the partnership or for the preservation of its activities or property.
(d) A limited partnership shall reimburse a general partner for an advance to the limited partnership beyond the amount of capital the general partner agreed to contribute.
(e) A payment or advance made by a general partner which gives rise to an obligation of the limited partnership under subdivision (c) or (d) constitutes a loan to the limited partnership which accrues interest from the date of the payment or advance.
(f) A general partner is not entitled to remuneration for services performed for the partnership.
(Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 4.5 - Uniform Limited Partnership Act of 2008 › ARTICLE 4 - General Partners › Section 15904.07.

15904.07. (a) A general partner, without having any particular purpose for seeking the information, may inspect and copy during regular business hours:
(1) in the limited partnership’s principal office, required information; and
(2) at a reasonable location specified by the limited partnership, any other records maintained by the limited partnership regarding the limited partnership’s activities and financial condition.
(b) Each general partner and the limited partnership shall furnish to a general partner which may be transmitted via electronic transmission:
(1) without demand, any information concerning the limited partnership’s activities and activities reasonably required for the proper exercise of the general partner’s rights and duties under the partnership agreement or this chapter; and
(2) on demand, any other information concerning the limited partnership’s activities, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.
(c) Subject to subdivision (e), on 10 days’ demand made in a record received by the limited partnership, a person dissociated as a general partner may have access to the information and records described in subdivision (a) at the location specified in subdivision (a) if:
(1) the information or record pertains to the period during which the person was a general partner;
(2) the person seeks the information or record in good faith; and
(3) the person satisfies the requirements imposed on a limited partner by subdivision (b) of Section 15903.04.
(d) The limited partnership shall respond to a demand made pursuant to subdivision (c) in the same manner as provided in subdivision (c) of Section 15903.04.
(e) If a general partner dies, Section 15907.04 applies.
(f) The limited partnership may impose reasonable restrictions on the use of information under this section. In any dispute concerning the reasonableness of a restriction under this subdivision, the limited partnership has the burden of proving reasonableness.
(g) A limited partnership may charge a person dissociated as a general partner that makes a demand under this section reasonable costs of copying, limited to the costs of labor and material.
(h) A general partner or person dissociated as a general partner may exercise the rights under this section through an attorney or other agent. Any restriction imposed under subdivision (f) or by the partnership agreement applies both to the attorney or other agent and to the general partner or person dissociated as a general partner.
(i) The rights under this section do not extend to a person as transferee, but the rights under subdivision (c) of a person dissociated as a general partner may be exercised by the legal representative of an individual who dissociated as a general partner under paragraph (2) or (3) of subdivision (g) of Section 15906.03.
(Amended by Stats. 2022, Ch. 617, Sec. 92. (SB 1202) Effective January 1, 2023.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 4.5 - Uniform Limited Partnership Act of 2008 › ARTICLE 4 - General Partners › Section 15904.08.

15904.08. (a) The fiduciary duties that a general partner owes to the limited partnership and the other partners are the duties of loyalty and care under subdivisions (b) and (c).
(b) A general partner’s duty of loyalty to the limited partnership and the other partners is limited to the following:
(1) to account to the limited partnership and hold as trustee for it any property, profit, or benefit derived by the general partner in the conduct and winding up of the limited partnership’s activities or derived from a use by the general partner of limited partnership property, including the appropriation of a limited partnership opportunity;
(2) to refrain from dealing with the limited partnership in the conduct or winding up of the limited partnership’s activities as or on behalf of a party having an interest adverse to the limited partnership; and
(3) to refrain from competing with the limited partnership in the conduct or winding up of the limited partnership’s activities.
(c) A general partner’s duty of care to the limited partnership and the other partners in the conduct and winding up of the limited partnership’s activities is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.
(d) A general 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 general partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the general partner’s conduct furthers the general partner’s own interest.
(Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 4.5 - Uniform Limited Partnership Act of 2008 › ARTICLE 4 - General Partners › Section 15904.09.

15904.09. (a)  A partnership agreement may provide for the creation of classes of general partners. The partnership agreement shall define the rights, powers, and duties of those classes including rights, powers, and duties senior to other classes of general partners.
(b) The partnership agreement may provide to all or certain specified classes of general partners the right to vote separately or with all or any class of the general partners on any matters.
(Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 4.5 - Uniform Limited Partnership Act of 2008 › ARTICLE 5 - Contributions and Distributions › Section 15905.01.

15905.01. A contribution of a partner may consist of tangible or intangible property or other benefit to the limited partnership, including money, services performed, promissory notes, other agreements to contribute cash or property, and contracts for services to be performed.
(Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 4.5 - Uniform Limited Partnership Act of 2008 › ARTICLE 5 - Contributions and Distributions › Section 15905.02.

15905.02. (a) A partner’s obligation to contribute money or other property or other benefit to, or to perform services for, a limited partnership is not excused by the partner’s death, disability, or other inability to perform personally.
(b) If a partner does not make a promised nonmonetary contribution, the partner is obligated at the option of the limited partnership to contribute money equal to the value of that portion, as stated in the required information, of the stated contribution which has not been made.
(c) The obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all partners. A creditor of a limited partnership which extends credit or otherwise acts in reliance on an obligation described in subdivision (a), without notice of any compromise under this subdivision, may enforce the original obligation.
(d) A partnership agreement may provide that the interest of a partner who fails to make any contribution or other payment that the partner is required to make will be subject to specific remedies for, or specific consequences of, the failure. A provision shall be enforceable in accordance with its terms unless the partner seeking to invalidate the provision establishes that the provision was unreasonable under the circumstances existing at the time the agreement was made. The specific remedies or consequences may include loss of voting, approval, or other rights, loss of the partner’s ability to actively participate in the management and operations of the partnership, liquidated damages, or a reduction of the defaulting partner’s economic rights. The reduction of the defaulting partner’s economic rights may include one or more of the following provisions:
(1) Diluting, reducing or eliminating the defaulting partner’s proportionate interest in the partnership.
(2) Subordinating the defaulting partner’s interest in the partnership to that of nondefaulting partners.
(3) Permitting a forced sale of the partnership interest.
(4) Permitting the lending or contribution by other partners of the amount necessary to meet the defaulting partner’s commitment.
(5) Adjusting the interest rates or other rates of return, preferred, priority, or otherwise, with respect to contributions by or capital accounts of the other partners.
(6) Fixing the value of the defaulting partner’s interest in the partnership by appraisal, formula and redemption, or sale of the defaulting partner’s interest in the partnership at a percentage of that value.
(7) Nothing in this section shall be construed to affect the rights of third-party creditors of the partnership to seek equitable remedies nor any rights existing under the Uniform Voidable Transactions Act (Chapter 1 (commencing with Section 3439) of Title 2 of Part 2 of Division 4 of the Civil Code).
(Amended by Stats. 2015, Ch. 44, Sec. 21. (SB 161) Effective January 1, 2016.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 4.5 - Uniform Limited Partnership Act of 2008 › ARTICLE 5 - Contributions and Distributions › Section 15905.03.

15905.03. A distribution by a limited partnership must be shared among the partners on the basis of the value, as stated in the required records when the limited partnership decides to make the distribution, of the contributions the limited partnership has received from each partner.
(Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 4.5 - Uniform Limited Partnership Act of 2008 › ARTICLE 5 - Contributions and Distributions › Section 15905.035.

15905.035. The profits and losses of a limited partnership shall be allocated among the partners in the manner provided in the partnership agreement. If the partnership agreement does not otherwise provide, profits and losses shall be allocated in the same manner as the partners share distributions.
(Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 4.5 - Uniform Limited Partnership Act of 2008 › ARTICLE 5 - Contributions and Distributions › Section 15905.04.

15905.04. A partner does not have a right to any distribution before the dissolution and winding up of the limited partnership unless the limited partnership decides to make an interim distribution.
(Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
2023 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.)
2023 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.)
2023 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.)
2023 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.)
2023 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.)
2023 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.)
2023 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.)
2023 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.)
2023 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.)
2023 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.)
2023 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.)
2023 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.)
2023 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.)
2023 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.)
2023 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.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 4.5 - Uniform Limited Partnership Act of 2008 › ARTICLE 8 - Dissolution › Section 15908.03.

15908.03. (a) A limited partnership continues after dissolution only for the purpose of winding up its activities.
(b) In winding up its activities, the limited partnership:
(1) may amend its certificate of limited partnership to state that the limited partnership is dissolved, preserve the limited partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, transfer the limited partnership’s property, settle disputes by mediation or arbitration, file a certificate of cancellation as provided in Section 15902.03, and perform other necessary acts; and
(2) shall discharge the limited partnership’s liabilities, settle and close the limited partnership’s activities, and marshal and distribute the assets of the partnership.
(c) If a dissolved limited partnership does not have a general partner, a person to wind up the dissolved limited partnership’s activities may be appointed by the consent of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective. A person appointed under this subdivision:
(1) has the powers of a general partner under Section 15908.04; and
(2) shall promptly amend the certificate of limited partnership to state:
(A) that the limited partnership does not have a general partner;
(B) the name of the person that has been appointed to wind up the limited partnership; and
(C) the address of the person.
(d) On the application of any partner, the appropriate court may order judicial supervision of the winding up, including the appointment of a person to wind up the dissolved limited partnership’s activities, if:
(1) a limited partnership does not have a general partner and within a reasonable time following the dissolution no person has been appointed pursuant to subdivision (c); or
(2) the applicant establishes other good cause.
(e) Unless otherwise provided in the partnership agreement, the limited partners winding up the affairs of the partnership pursuant to this section shall be entitled to reasonable compensation.
(Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 4.5 - Uniform Limited Partnership Act of 2008 › ARTICLE 8 - Dissolution › Section 15908.04.

15908.04. (a) A limited partnership is bound by a general partner’s act after dissolution which:
(1) is appropriate for winding up the limited partnership’s activities; or
(2) would have bound the limited partnership under Section 15904.02 before dissolution, if, at the time the other party enters into the transaction, the other party does not have notice of the dissolution.
(b) A person dissociated as a general partner binds a limited partnership through an act occurring after dissolution if:
(1) 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; and
(2) the act:
(A) is appropriate for winding up the limited partnership’s activities; or
(B) would have bound the limited partnership under Section 15904.02 before dissolution and at the time the other party enters into the transaction the other party does not have notice of the dissolution.
(Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 4.5 - Uniform Limited Partnership Act of 2008 › ARTICLE 8 - Dissolution › Section 15908.05.

15908.05. (a) If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under subdivision (a) of Section 15908.04 by an act that is not appropriate for winding up the partnership’s activities, the general partner is liable:
(1) to the limited partnership for any damage caused to the limited partnership arising from the obligation; and
(2) if another general partner or a person dissociated as a general partner is liable for the obligation, to that other general partner or person for any damage caused to that other general partner or person arising from the liability.
(b) If a person dissociated as a general partner causes a limited partnership to incur an obligation under subdivision (b) of Section 15908.04, the person is liable:
(1) to the limited partnership for any damage caused to the limited partnership arising from the obligation; 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.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 4.5 - Uniform Limited Partnership Act of 2008 › ARTICLE 8 - Dissolution › Section 15908.06.

15908.06. (a) A dissolved limited partnership may dispose of the known claims against it by following the procedure described in subdivision (b).
(b) A dissolved limited partnership may notify its known claimants of the dissolution in a record. The notice must:
(1) specify the information required to be included in a claim;
(2) provide a mailing address to which the claim is to be sent;
(3) state the deadline for receipt of the claim, which may not be less than 120 days after the date the notice is received by the claimant; and
(4) state that the claim will be barred if not received by the deadline.
(c) A claim against a dissolved limited partnership is barred if the requirements of subdivision (b) are met and:
(1) the claim is not received by the specified deadline; or
(2) in the case of a claim that is timely received but rejected in writing by the dissolved limited partnership, the claimant does not commence an action to enforce the claim against the limited partnership within 90 days after the receipt of a written notice of the rejection.
(d) This section does not apply to a claim based on an event occurring after the effective date of dissolution or a liability that is contingent on that date.
(Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)