2007 California Corporations Code Article 12. Miscellaneous Provisions

CA Codes (corp:15912.01-15912.07)

15912.01.  In applying and construing this chapter, consideration
must be given to the need to promote uniformity of the law with
respect to its subject matter among states that enact it.



15912.02.  If any provision of this chapter or its application to
any person or circumstance is held invalid, the invalidity does not
affect other provisions or applications of this chapter which can be
given effect without the invalid provision or application, and to
this end, the provisions of this chapter are severable.




15912.03.  This chapter modifies, limits, or supersedes the federal
Electronic Signatures in Global and National Commerce Act, 15 U.S.C.
Section 7001 et seq., but this chapter does not modify, limit, or
supersede Section 101(c) of that act or authorize electronic delivery
of any of the notices described in Section 103(b) of that act.




15912.04.  This chapter shall become operative on January 1, 2008.



15912.06.  (a) Before January 1, 2010, this chapter governs only:
   (1) a limited partnership formed on or after January 1, 2008; and
   (2) except as otherwise provided in subdivisions (c) and (d), a
limited partnership formed before January 1, 2008, which elects, in
the manner provided in its partnership agreement or by law for
amending the partnership agreement, to be subject to this chapter.
   (b) Except as otherwise provided in subdivision (c), on and after
January 1, 2010, this chapter governs all limited partnerships.
   (c) With respect to a limited partnership formed before January 1,
2008, the following rules apply except as the partners otherwise
elect in the manner provided in the partnership agreement or by law
for amending the partnership agreement:
   (1) Section 15901.04(c) does not apply and the limited partnership
has whatever duration it had under the law applicable immediately
before January 1, 2008.
   (2) Sections 15906.01 and 15906.02 do not apply and a limited
partner has the same right and power to dissociate from the limited
partnership, with the same consequences, as existed immediately
before January 1, 2008.
   (3) Subdivision (d) of Section 15906.03 does not apply.
   (4) Subdivision (e) of Section 15906.03 does not apply and a court
has the same power to expel a general partner as the court had
immediately before January 1, 2008.
   (5) Subdivision (c) of Section 15908.01 does not apply and the
connection between a person's dissociation as a general partner and
the dissolution of the limited partnership is the same as existed
immediately before January 1, 2008.
   (d) With respect to a limited partnership that elects pursuant to
paragraph (2) of subdivision (a) to be subject to this chapter, after
the election takes effect, the provisions of this chapter relating
to the liability of the limited partnership's general partners to
third parties apply:
   (1) before January 1, 2010, to:
   (A) a third party that had not done business with the limited
partnership in the year before the election took effect; and
   (B) a third party that had done business with the limited
partnership in the year before the election took effect only if the
third party knows or has received a notification of the election; and

   (2) on and after January 1, 2010, to all third parties, but those
provisions remain inapplicable to any obligation incurred while those
provisions were inapplicable under subparagraph (B) of paragraph
(1).



15912.07.  This chapter does not affect an action commenced,
proceeding brought, or right accrued before this chapter becomes
operative.