2005 California Corporations Code Sections 15651-15655 Article 5. Finance

CORPORATIONS CODE
SECTION 15651-15655

15651.  A person admitted to a limited partnership as a partner need
not make any contribution in money, property, or services or other
obligation to contribute money or property or to render services in
order to acquire a partnership interest.
15652.  Notwithstanding the compromise of a claim referred to in
subdivision (c) of Section 15636, a person whose claim against a
limited partnership arises before the receipt of notice of the
compromise may enforce the original obligation of a partner to make a
contribution to the partnership or to return a distribution to the
partnership if the person had knowledge of the original obligation
prior to the time the claim arose and if the compromise occurred
after the time the claim arose.  Any other person with a claim
against a limited partnership may enforce only the existing
obligation of a partner to make a contribution to the partnership or
to return a distribution to the partnership.  A person with a claim
against a limited partnership may not enforce a conditional
obligation of a limited partner unless the conditions have been
satisfied or waived.  Conditional obligations include, without
limitation, a capital contribution payable upon a discretionary call
of the partnership or a general partner prior to the time the call
occurs.  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 Fraudulent
Transfer Act (Chapter 1 (commencing with Section 3439) of Title 2 of
Part 2 of Division 4 of the Civil Code).
15653.  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
proportion to the contributions of each partner.
15654.  Distributions of the money or property of a limited
partnership shall be made to the partners in the manner provided in
the partnership agreement.  If the partnership agreement does not
otherwise provide, distributions which are a return of capital shall
be made in proportion to the contributions of each partner and
distributions which are not a return of capital shall be made in
proportion to  the allocation of profits.
15655.  A partner is not excused from an obligation to the limited
partnership to perform any promise to contribute cash or property or
to perform services because of death, disability, or any other
reason.  If a partner does not make the required contribution of
property or services, the partner is obligated at the option of the
limited partnership to contribute cash equal to that portion of the
fair market value (or the agreed value if stated in the partnership
agreement) of the contribution that has not been made.  The foregoing
option shall be in addition to, and not in lieu of, any other
rights, including the right to specific performance, that the limited
partnership may have against that partner under the partnership
agreement or applicable law.


Disclaimer: These codes may not be the most recent version. California may have more current or accurate information. We make no warranties or guarantees about the accuracy, completeness, or adequacy of the information contained on this site or the information linked to on the state site. Please check official sources.

This site is protected by reCAPTCHA and the Google Privacy Policy and Terms of Service apply.