2005 California Corporations Code Sections 15681-15685 Article 8. Dissolution

15681.  A limited partnership is dissolved and its affairs shall be
wound up upon the happening of the first to occur of the following:
   (a) At the time or upon the happening of events specified in the
partnership agreement.
   (b) Except as otherwise provided in the partnership agreement,
written consent of all general partners and a majority in interest of
the limited partners.
   (c) Unless otherwise provided in the partnership agreement, when a
general partner ceases to be a general partner under Section 15642,
unless (1) at the time there is at least one other general partner
and the remaining general partner, or all the general partners if
more than one remains, continue the business of the limited
partnership, or (2) at the time there is no remaining general partner
and a majority in interest of the limited partners or the greater
interest provided in the partnership agreement agree in writing to
continue the business of the limited partnership and, within six
months after the last remaining general partner has ceased to be a
general partner, admit one or more general partners.
   (d) Entry of a decree of judicial dissolution under Section 15682.
15682.  Pursuant to an action filed by a partner, a court of
competent jurisdiction may decree the dissolution of a limited
partnership whenever any of the following occurs:
   (a) It is not reasonably practicable to carry on the business in
conformity with the partnership agreement.
   (b) The general partners have been guilty of or have knowingly
countenanced persistent and pervasive fraud or abuse of authority or
persistent unfairness toward any partner, or the property of the
limited partnership is being misapplied or wasted by the general
partners.
   (c) Dissolution is reasonably necessary for the protection of the
rights or interest of the complaining partners.
15683.  In the event of a dissolution of a limited partnership:
   (a) Except as provided in the partnership agreement, the general
partners who have not wrongfully dissolved a limited partnership or,
if none, the limited partners, may wind up the limited partnership's
affairs, unless the dissolution occurs pursuant to subdivision (d) of
Section 15681, in which event the winding up shall be conducted in
accordance with the decree of dissolution.
   (b) Upon the petition of limited partners representing 5 percent
or more of the interests of limited partners, or three or more
creditors, a court of competent jurisdiction may enter a decree
ordering the winding up of the limited partnership if that appears
necessary for the protection of any parties in interest.   The decree
shall designate the partners who are to wind up the limited
partnership's affairs.
   (c) Unless otherwise provided in the partnership agreement, the
limited partners winding up the affairs of the partnership pursuant
to this section, shall be entitled to reasonable compensation.
15684.  Upon the winding up of a limited partnership, the assets
shall be distributed in the following order:
   (a) To creditors, including partners who are creditors to the
extent permitted by law, in satisfaction of liabilities of the
limited partnership other than liabilities for distributions to
partners under Section 15661, 15664 or 15665.
   (b) Except as provided in the partnership agreement, to partners
and former partners in satisfaction of liabilities for distributions
under Sections 15661, 15664, and 15665.
   (c) To partners in accordance with their rights under the
partnership agreement and Section 15636.
15685.  After dissolution, a general partner can bind the
partnership as follows:
   (a) By any act appropriate for winding up partnership affairs or
completing transactions unfinished at dissolution.
   (b) By any transaction which would bind the partnership if
dissolution had not taken place, if the other party to the
transaction:
   (1) Had extended credit to the partnership prior to dissolution
and had no actual knowledge or notice of the dissolution.
   (2) Though not so extending credit, had nevertheless known of the
partnership prior to dissolution, and, had no actual knowledge or
notice of dissolution, and a certificate of dissolution has not been
filed as provided in subdivision (a) of Section 15623.