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Corporations Code - CORP - CORP § 15906.01
Corporations Code - CORP - CORP § 15906.01
(a) A person does not have a right to dissociate as a limited partner before the termination of the limited partnership. (b) A person is dissociated from a limited partnership as a limited partner upon the occurrence of any of the following events: (1) the limited partnership’s h
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Corporations Code - CORP - CORP § 15906.02
Corporations Code - CORP - CORP § 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 continue
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Corporations Code - CORP - CORP § 15906.03
Corporations Code - CORP - CORP § 15906.03
A person is dissociated from a limited partnership as a general partner upon the occurrence of any of the following events: (a) the limited partnership’s having notice of the person’s express will to withdraw as a general partner or on a later date specified by the person; (b) an
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Corporations Code - CORP - CORP § 15906.04
Corporations Code - CORP - CORP § 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
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Corporations Code - CORP - CORP § 15906.05
Corporations Code - CORP - CORP § 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 parag
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Corporations Code - CORP - CORP § 15906.06
Corporations Code - CORP - CORP § 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:
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Corporations Code - CORP - CORP § 15906.07
Corporations Code - CORP - CORP § 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
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Corporations Code - CORP - CORP § 15907.01
Corporations Code - CORP - CORP § 15907.01
The only interest of a partner which is transferable is the partner’s transferable interest. A transferable interest is personal property.
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Corporations Code - CORP - CORP § 15907.02
Corporations Code - CORP - CORP § 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 l
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Corporations Code - CORP - CORP § 15907.03
Corporations Code - CORP - CORP § 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 j
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Corporations Code - CORP - CORP § 15907.04
Corporations Code - CORP - CORP § 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
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Corporations Code - CORP - CORP § 15908.01
Corporations Code - CORP - CORP § 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 partne
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Corporations Code - CORP - CORP § 15908.02
Corporations Code - CORP - CORP § 15908.02
(a) On application by a partner, a court of competent jurisdiction may order dissolution of a limited partnership if it is not reasonably practicable to carry on the activities of the limited partnership in conformity with the partnership agreement. (b) In any suit for judicial d
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Corporations Code - CORP - CORP § 15908.03
Corporations Code - CORP - CORP § 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 th
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Corporations Code - CORP - CORP § 15908.04
Corporations Code - CORP - CORP § 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 part
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Corporations Code - CORP - CORP § 15908.05
Corporations Code - CORP - CORP § 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 limi
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Corporations Code - CORP - CORP § 15908.06
Corporations Code - CORP - CORP § 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
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Corporations Code - CORP - CORP § 15908.07
Corporations Code - CORP - CORP § 15908.07
(a) A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the limited partnership to present them in accordance with the notice. (b) The notice must: (1) be published at least once in a newspaper of general circulation in
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Corporations Code - CORP - CORP § 15908.08
Corporations Code - CORP - CORP § 15908.08
If a claim against a dissolved limited partnership is barred under Section 15908.06 or 15908.07, any corresponding claim under Section 15904.04 is also barred.
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Corporations Code - CORP - CORP § 15908.09
Corporations Code - CORP - CORP § 15908.09
(a) In winding up a limited partnership’s activities, the assets of the limited partnership, including the contributions required by this section, must be applied to satisfy the limited partnership’s obligations to creditors, including, to the extent permitted by law, partners th
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Corporations Code - CORP - CORP § 15909.01
Corporations Code - CORP - CORP § 15909.01
(a) The laws of the state or other jurisdiction under which a foreign limited partnership is organized govern relations among the partners of the foreign limited partnership and between the partners and the foreign limited partnership and the liability of partners as partners for
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Corporations Code - CORP - CORP § 15909.02
Corporations Code - CORP - CORP § 15909.02
(a) A foreign limited partnership may apply for a certificate of registration to transact business in this state by delivering an application signed and acknowledged by a general partner of the foreign limited partnership to, and on a form prescribed by, the Secretary of State fo
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Corporations Code - CORP - CORP § 15909.03
Corporations Code - CORP - CORP § 15909.03
(a) Activities of a foreign limited partnership that do not constitute transacting business in this state for registration purposes within the meaning of this article include the activities set forth in subdivision (ai) of Section 15901.02. (b) For purposes of this article, the o
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Corporations Code - CORP - CORP § 15909.04
Corporations Code - CORP - CORP § 15909.04
Unless the Secretary of State determines that an application for a certificate of registration does not comply with the filing requirements of this chapter, the Secretary of State, upon payment of all requisite fees, shall file the application and shall issue to the foreign limit
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Corporations Code - CORP - CORP § 15909.05
Corporations Code - CORP - CORP § 15909.05
(a) A foreign limited partnership whose name does not comply with Section 15901.08 may not obtain a certificate of registration until it adopts, for the purpose of transacting business in this state, an alternate name that complies with Section 15901.08. (b) If a foreign limited