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Corporations Code - CORP - CORP § 15903.02
Corporations Code - CORP - CORP § 15903.02
A limited partner does not have the right or the power as a limited partner to act for or bind the limited partnership.
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Corporations Code - CORP - CORP § 15903.03
Corporations Code - CORP - CORP § 15903.03
(a) A limited partner is not liable for any obligation of a limited partnership unless named as a general partner in the certificate or, in addition to exercising the rights and powers of a limited partner, the limited partner participates in the control of the business. If a lim
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Corporations Code - CORP - CORP § 15903.04
Corporations Code - CORP - CORP § 15903.04
(a) On 10 days’ demand, made in a record received by the limited partnership, a limited partner may inspect and copy any information required to be maintained pursuant to Section 15901.11 during regular business hours in the limited partnership’s principal office. The limited par
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Corporations Code - CORP - CORP § 15903.05
Corporations Code - CORP - CORP § 15903.05
(a) A limited partner does not have any fiduciary duty to the limited partnership or to any other partner solely by reason of being a limited partner. (b) A limited partner shall discharge the duties to the partnership and the other partners under this chapter or under the partne
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Corporations Code - CORP - CORP § 15903.06
Corporations Code - CORP - CORP § 15903.06
(a) Except as otherwise provided in subdivision (b), a person that makes an investment in a business enterprise and erroneously but in good faith believes that the person has become a limited partner in the enterprise is not liable for the enterprise’s obligations by reason of ma
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Corporations Code - CORP - CORP § 15903.07
Corporations Code - CORP - CORP § 15903.07
(a) The partnership agreement may provide for the creation of classes of limited partners. The partnership agreement shall define the rights, powers, and duties of those classes, including rights, powers, and duties senior to other classes of limited partners. (b) The partnership
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Corporations Code - CORP - CORP § 15904.01
Corporations Code - CORP - CORP § 15904.01
A person becomes a general partner: (a) as provided in the partnership agreement: (b) under paragraph (2) of subdivision (c) of Section 15908.01 following the dissociation of a limited partnership’s last general partner; (c) as the result of a conversion or merger under Article 1
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Corporations Code - CORP - CORP § 15904.02
Corporations Code - CORP - CORP § 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
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Corporations Code - CORP - CORP § 15904.03
Corporations Code - CORP - CORP § 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 author
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Corporations Code - CORP - CORP § 15904.04
Corporations Code - CORP - CORP § 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
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Corporations Code - CORP - CORP § 15904.05
Corporations Code - CORP - CORP § 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 aga
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Corporations Code - CORP - CORP § 15904.06
Corporations Code - CORP - CORP § 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
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Corporations Code - CORP - CORP § 15904.07
Corporations Code - CORP - CORP § 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 partner
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Corporations Code - CORP - CORP § 15904.08
Corporations Code - CORP - CORP § 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 fo
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Corporations Code - CORP - CORP § 15904.09
Corporations Code - CORP - CORP § 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 ag
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Corporations Code - CORP - CORP § 15905.01
Corporations Code - CORP - CORP § 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.
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Corporations Code - CORP - CORP § 15905.02
Corporations Code - CORP - CORP § 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 nonmoneta
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Corporations Code - CORP - CORP § 15905.03
Corporations Code - CORP - CORP § 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.
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Corporations Code - CORP - CORP § 15905.035
Corporations Code - CORP - CORP § 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 distr
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Corporations Code - CORP - CORP § 15905.04
Corporations Code - CORP - CORP § 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.
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Corporations Code - CORP - CORP § 15905.05
Corporations Code - CORP - CORP § 15905.05
A person does not have a right to receive a distribution on account of dissociation.
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Corporations Code - CORP - CORP § 15905.06
Corporations Code - CORP - CORP § 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
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Corporations Code - CORP - CORP § 15905.07
Corporations Code - CORP - CORP § 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 obligatio
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Corporations Code - CORP - CORP § 15905.08
Corporations Code - CORP - CORP § 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 cour
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Corporations Code - CORP - CORP § 15905.09
Corporations Code - CORP - CORP § 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