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Corporations Code - CORP - CORP § 165.5
Corporations Code - CORP - CORP § 165.5
“Disappearing limited partnership” means a constituent limited partnership which is not the surviving limited partnership.
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Corporations Code - CORP - CORP § 16501
Corporations Code - CORP - CORP § 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.
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Corporations Code - CORP - CORP § 16502
Corporations Code - CORP - CORP § 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.
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Corporations Code - CORP - CORP § 16503
Corporations Code - CORP - CORP § 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
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Corporations Code - CORP - CORP § 16504
Corporations Code - CORP - CORP § 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 becom
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Corporations Code - CORP - CORP § 166
Corporations Code - CORP - CORP § 166
“Distribution to its shareholders” means the transfer of cash or property by a corporation to its shareholders without consideration, whether by way of dividend or otherwise, except a dividend in shares of the corporation, or the purchase or redemption of its shares for cash or p
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Corporations Code - CORP - CORP § 16601
Corporations Code - CORP - CORP § 16601
A partner is dissociated from a partnership upon the occurrence of any of the following events: (1) The partnership’s having notice of the partner’s express will to withdraw as a partner or on a later date specified by the partner. (2) An event agreed to in the partnership agreem
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Corporations Code - CORP - CORP § 16602
Corporations Code - CORP - CORP § 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
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Corporations Code - CORP - CORP § 16603
Corporations Code - CORP - CORP § 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 pa
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Corporations Code - CORP - CORP § 167
Corporations Code - CORP - CORP § 167
“Domestic corporation” means a corporation formed under the laws of this state.
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Corporations Code - CORP - CORP § 167.3
Corporations Code - CORP - CORP § 167.3
“Domestic limited liability company” means a limited liability company as defined in subdivision (t) of Section 17000.
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Corporations Code - CORP - CORP § 167.5
Corporations Code - CORP - CORP § 167.5
“Domestic limited partnership” means any limited partnership formed under the laws of this state.
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Corporations Code - CORP - CORP § 167.7
Corporations Code - CORP - CORP § 167.7
“Domestic other business entity” means an other business entity organized under the laws of this state.
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Corporations Code - CORP - CORP § 167.8
Corporations Code - CORP - CORP § 167.8
“Disappearing other business entity” means a constituent other business entity that is not the surviving other business entity.
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Corporations Code - CORP - CORP § 16701
Corporations Code - CORP - CORP § 16701
Except as provided in Section 16701.5, all of the following shall apply: (a) If a partner is dissociated from a partnership, the partnership shall cause the dissociated partner’s interest in the partnership to be purchased for a buyout price determined pursuant to subdivision (b)
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Corporations Code - CORP - CORP § 16701.5
Corporations Code - CORP - CORP § 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
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Corporations Code - CORP - CORP § 16702
Corporations Code - CORP - CORP § 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 a
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Corporations Code - CORP - CORP § 16703
Corporations Code - CORP - CORP § 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 (
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Corporations Code - CORP - CORP § 16704
Corporations Code - CORP - CORP § 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
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Corporations Code - CORP - CORP § 16705
Corporations Code - CORP - CORP § 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.
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Corporations Code - CORP - CORP § 168
Corporations Code - CORP - CORP § 168
“Equity security” in Sections 181, 1001, 1113, 1200, and 1201 means any share or membership of a domestic or foreign corporation; any partnership interest, membership interest, or equivalent equity interest in an other business entity; and any security convertible with or without
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Corporations Code - CORP - CORP § 16801
Corporations Code - CORP - CORP § 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
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Corporations Code - CORP - CORP § 16802
Corporations Code - CORP - CORP § 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
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Corporations Code - CORP - CORP § 16803
Corporations Code - CORP - CORP § 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.
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Corporations Code - CORP - CORP § 16804
Corporations Code - CORP - CORP § 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 t