2007 California Corporations Code Article 4. General Partners

CA Codes (corp:15641-15645)

15641.  After the filing of a certificate referred to in Section
15621, a general partner may be admitted only with the written
consent of each general partner, if any is remaining at the time, and
the affirmative vote of limited partners as is required in
accordance with the provisions of subdivision (f) of Section 15636.




15642.  A person ceases to be a general partner of a limited
partnership upon the happening of any of the following events:
   (a) The general partner withdraws from the limited partnership as
provided in Section 15662.
   (b) The general partner is removed as a general partner.
   (c) Unless otherwise provided in the partnership agreement, an
order for relief against the general partner is entered under Chapter
7 of the federal bankruptcy law, or the general partner:  (1) makes
a general assignment for the benefit of creditors, (2) files a
voluntary petition under the federal bankruptcy law, (3) files a
petition or answer seeking for that partner any reorganization,
arrangement, composition, readjustment, liquidation, dissolution or
similar relief under any statute, law, or regulation, (4) files an
answer or other pleading admitting or failing to contest the material
allegations of a petition filed against that partner in any
proceeding of this nature, or (5) seeks, consents to, or acquiesces
in the appointment of a trustee, receiver, or liquidator of the
general partner or of all or any substantial part of that partner's
properties.
   (d) Unless otherwise provided in the partnership agreement, 60
days after the commencement of any proceeding against the general
partner seeking reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under any
statute, law, or regulation, the proceeding has not been dismissed,
or if within 60 days after the appointment without that partner's
consent or acquiescence of a trustee, receiver, or liquidator of the
general partner or of all or any substantial part of that partner's
properties, the appointment is not vacated or stayed, or within 60
days after the expiration of any such stay, the appointment is not
vacated.
   (e) In the case of a general partner who is an individual, either
of the following:
   (1) The death of that partner.
   (2) The entry by a court of competent jurisdiction of an order
adjudicating the partner incompetent to manage the general partner's
estate.
   (f) Unless otherwise provided in the partnership agreement, in the
case of a general partner who is acting as a general partner by
virtue of being a trustee of a trust, the termination of the trust
(but not merely the substitution of a new trustee, in which case the
new trustee automatically becomes the new general partner).
   (g) Unless otherwise provided in the partnership agreement, in the
case of a general partner that is a separate partnership, the
dissolution of the separate partnership.
   (h) In the case of a general partner that is a corporation, the
filing of a certificate of dissolution, or its equivalent, for the
corporation.
   (i) In the case of a general partner that is an estate, the
distribution by the fiduciary of the estate's entire interest in the
limited partnership.
   (j) In the case of a general partner that is a limited liability
company, the filing of a certificate of dissolution or its equivalent
for the limited liability company.
   Notwithstanding the provisions of this section, a person who
ceases to be a general partner of a limited partnership, shall be
deemed to be acting as a general partner with respect to a third
party doing business with the limited partnership, until an amended
certificate of limited partnership is filed in accordance with
Section 15622.


15643.  (a) Except as otherwise provided in this chapter, a general
partner of a limited partnership has the rights and powers and is
subject to the restrictions of a partner in a partnership without
limited partners.
   (b) Except as provided in this chapter, a general partner of a
limited partnership has the liabilities of a partner in a partnership
without limited partners to persons other than the partnership and
the other partners.  Except as provided in this chapter, a general
partner of a limited partnership has the liabilities of a partner in
a partnership without limited partners to the partnership and to the
other partners.



15644.  A general partner of a limited partnership may make
contributions to the limited partnership and share in the profits and
losses of, and in distributions from, the limited partnership as a
general partner.  A general partner also may make contributions, and
share in the profits and losses and distributions, as a limited
partner, if the general partner's interest as a limited partner is
separately designated in the partnership agreement.  A person who is
both a general partner and a limited partner has the rights and
powers, and is subject to the restrictions and liabilities, of a
general partner and also has the powers, and is subject to the
restrictions, of a limited partner to the extent of his or her
participation in the limited partnership as a limited partner.



15645.  (a) A partnership agreement may provide for the creation of
classes of general partners.  The partnership agreement shall define
the rights, powers, and duties of those classes including rights,
powers, and duties senior to other classes of general partners.
   (b) The partnership agreement may provide to all or certain
specified classes of general partners the right to vote separately or
with all or any class of the general partners on any matters.