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