2005 California Corporations Code Sections 15661-15666 Article 6. Distributions and Withdrawals

15661.  Except as provided in this article, a partner is entitled to
receive distributions from a limited partnership before the
withdrawal of that partner from the limited partnership and before
the dissolution and winding up thereof, subject to the limitations
contained in Section 15666, to the extent and at the times or upon
the happening of the events specified in the partnership agreement.
15662.  (a) A partnership agreement may provide that a general
partner may withdraw from a limited partnership at the time or upon
the happening of events specified in the partnership agreement or,
that a general partner shall not have the right to withdraw as a
general partner of a limited partnership.  Notwithstanding any
restrictions upon the right to withdraw of a general partner, a
general partner may withdraw from a limited partnership at any time
by giving written notice to the other partners.  However, if the
withdrawal violates the partnership agreement the limited partnership
may recover from the withdrawing general partner damages for breach
of the partnership agreement and, in addition to any other remedies,
shall have the right to offset the damages against any amounts
otherwise distributable to the general partner.  In the case of a
partnership for a fixed term, a withdrawal by a general partner prior
to the expiration of that term is a breach of the partnership
agreement.
   (b) Subject to the liability created under subdivision (a), a
general partner who ceases to be a general partner under Section
15642 shall:
   (1) Retain the same interest in that partner's capital account and
distributions, but that interest shall be that of a limited partner.
   (2) Not be personally liable for partnership debts incurred after
the person ceases to be a general partner, other than any debts
incurred by reason of that person's being deemed to be acting as a
general partner, pursuant to Section 15642.
   (3) Be entitled to vote as a limited partner on all matters except
the admission and compensation of a general partner.
   (4) Have the partner's interest in profits, losses, and
distributions reduced pro rata with all other partners to provide
compensation, or an interest in the partnership, or both, to a new
general partner.
15663.  A limited partner may withdraw from a limited partnership
only at the time or upon the happening of events specified in the
partnership agreement.
15664.  Upon withdrawal, any withdrawing limited partner is entitled
to receive any distribution to which that partner is entitled under
the partnership agreement and the limited partner is entitled to
receive, within a reasonable time after withdrawal, the fair value of
the limited partner's interest in the limited partnership as of the
date of withdrawal based upon the limited partner's right to share in
distributions from the limited partnership.
15665.  Subject to Section 15684, at the time a partner becomes
entitled to receive a distribution, that partner has the status of,
and is entitled to all remedies available to a creditor of the
limited partnership with respect to the distribution.
15666.  (a) A partner is obligated to return a distribution from a
limited partnership to the extent that at the time of the
distribution the partner knew that immediately after giving effect to
the distribution, and notwithstanding the compromise of a claim
referred to in subdivision (c) of Section 15636, all liabilities of
the limited partnership, other than liabilities to partners on
account of their interest in the limited partnership and liabilities
as to which recourse of creditors is limited to specified property of
the limited partnership, exceed the fair value of the partnership
assets, provided that the fair value of any property that is subject
to a liability as to which recourse of creditors is so limited shall
be included in the partnership assets only to the extent that the
fair value of the property exceeds this liability.
   (b) A cause of action with respect to an obligation to return a
distribution pursuant to subdivision (a) is extinguished unless the
action is brought within four years after the distribution is made.