2009 California Corporations Code - Section 15904.01-15904.09 :: Article 4. General Partners

15904.01.  A person becomes a general partner:
   (a) as provided in the partnership agreement:
   (b) under paragraph (2) of subdivision (c) of Section 15908.01
following the dissociation of a limited partnership's last general
partner;
   (c) as the result of a conversion or merger under Article 11
(commencing with Section 15911.01); or
   (d) with the consent of all the partners.

15904.02.  (a) Each general partner is an agent of the limited
partnership for the purposes of its activities. An act of a general
partner, including the signing of a record in the partnership's name,
for apparently carrying on in the ordinary course the limited
partnership's activities or activities of the kind carried on by the
limited partnership binds the limited partnership, unless the general
partner did not have authority to act for the limited partnership in
the particular matter and the person with which the general partner
was dealing knew, had received a notification, or had notice under
subdivision (d) of Section 15901.03 that the general partner lacked
authority.
   (b) An act of a general partner which is not apparently for
carrying on in the ordinary course the limited partnership's
activities or activities of the kind carried on by the limited
partnership binds the limited partnership only if the act was
actually authorized by all the other partners.

15904.03.  (a) A limited partnership is liable for loss or injury
caused to a person, or for a penalty incurred, as a result of a
wrongful act or omission, or other actionable conduct, of a general
partner acting in the ordinary course of activities of the limited
partnership or with authority of the limited partnership.
   (b) If, in the course of the limited partnership's activities or
while acting with authority of the limited partnership, a general
partner receives or causes the limited partnership to receive money
or property of a person not a partner, and the money or property is
misapplied by a general partner, the limited partnership is liable
for the loss.

15904.04.  (a) Except as otherwise provided in subdivision (b), all
general partners are liable jointly and severally for all obligations
of the limited partnership unless otherwise agreed by the claimant
or provided by law.
   (b) A person that becomes a general partner of an existing limited
partnership is not personally liable for an obligation of a limited
partnership incurred before the person became a general partner.

15904.05.  (a) To the extent not inconsistent with Section 15904.04,
a general partner may be joined in an action against the limited
partnership or named in a separate action.
   (b) A judgment against a limited partnership is not by itself a
judgment against a general partner. A judgment against a limited
partnership may not be satisfied from a general partner's assets
unless there is also a judgment against the general partner.
   (c) A judgment creditor of a general partner may not levy
execution against the assets of the general partner to satisfy a
judgment based on a claim against the limited partnership, unless the
partner is personally liable for the claim under Section 15904.04
and:
   (1) a judgment based on the same claim has been obtained against
the limited partnership and a writ of execution on the judgment has
been returned unsatisfied in whole or in part;
   (2) the limited partnership is a debtor in bankruptcy;
   (3) the general partner has agreed that the creditor need not
exhaust limited partnership assets;
   (4) a court grants permission to the judgment creditor to levy
execution against the assets of a general partner based on a finding
that limited partnership assets subject to execution are clearly
insufficient to satisfy the judgment, that exhaustion of limited
partnership assets is excessively burdensome, or that the grant of
permission is an appropriate exercise of the court's equitable
powers; or
   (5) liability is imposed on the general partner by law or contract
independent of the existence of the limited partnership.

15904.06.  (a) Each general partner has equal rights in the
management and conduct of the limited partnership's activities.
Except as expressly provided in this chapter, any matter relating to
the activities of the limited partnership may be exclusively decided
by the general partner or, if there is more than one general partner,
by a majority of the general partners.
   (b) The consent of each partner is necessary to:
   (1) amend the partnership agreement; and
   (2) sell, lease, exchange, or otherwise dispose of all, or
substantially all, of the limited partnership's property, with or
without the good will, other than in the usual and regular course of
the limited partnership's activities.
   (c) A limited partnership shall reimburse a general partner for
payments made and indemnify a general partner for liabilities
incurred by the general partner in the ordinary course of the
activities of the partnership or for the preservation of its
activities or property.
   (d) A limited partnership shall reimburse a general partner for an
advance to the limited partnership beyond the amount of capital the
general partner agreed to contribute.
   (e) A payment or advance made by a general partner which gives
rise to an obligation of the limited partnership under subdivision
(c) or (d) constitutes a loan to the limited partnership which
accrues interest from the date of the payment or advance.
   (f) A general partner is not entitled to remuneration for services
performed for the partnership.

15904.07.  (a) A general partner, without having any particular
purpose for seeking the information, may inspect and copy during
regular business hours:
   (1) in the limited partnership's designated office, required
information; and
   (2) at a reasonable location specified by the limited partnership,
any other records maintained by the limited partnership regarding
the limited partnership's activities and financial condition.
   (b) Each general partner and the limited partnership shall furnish
to a general partner which may be transmitted via electronic
transmission:
   (1) without demand, any information concerning the limited
partnership's activities and activities reasonably required for the
proper exercise of the general partner's rights and duties under the
partnership agreement or this chapter; and
   (2) on demand, any other information concerning the limited
partnership's activities, except to the extent the demand or the
information demanded is unreasonable or otherwise improper under the
circumstances.
   (c) Subject to subdivision (e), on 10 days' demand made in a
record received by the limited partnership, a person dissociated as a
general partner may have access to the information and records
described in subdivision (a) at the location specified in subdivision
(a) if:
   (1) the information or record pertains to the period during which
the person was a general partner;
   (2) the person seeks the information or record in good faith; and
   (3) the person satisfies the requirements imposed on a limited
partner by subdivision (b) of Section 15903.04.
   (d) The limited partnership shall respond to a demand made
pursuant to subdivision (c) in the same manner as provided in
subdivision (c) of Section 15903.04.
   (e) If a general partner dies, Section 15907.04 applies.
   (f) The limited partnership may impose reasonable restrictions on
the use of information under this section. In any dispute concerning
the reasonableness of a restriction under this subdivision, the
limited partnership has the burden of proving reasonableness.
   (g) A limited partnership may charge a person dissociated as a
general partner that makes a demand under this section reasonable
costs of copying, limited to the costs of labor and material.
   (h) A general partner or person dissociated as a general partner
may exercise the rights under this section through an attorney or
other agent. Any restriction imposed under subdivision (f) or by the
partnership agreement applies both to the attorney or other agent and
to the general partner or person dissociated as a general partner.
   (i) The rights under this section do not extend to a person as
transferee, but the rights under subdivision (c) of a person
dissociated as a general partner may be exercised by the legal
representative of an individual who dissociated as a general partner
under paragraph (2) or (3) of subdivision (g) of Section 15906.03.

15904.08.  (a) The fiduciary duties that a general partner owes to
the limited partnership and the other partners are the duties of
loyalty and care under subdivisions (b) and (c).
   (b) A general partner's duty of loyalty to the limited partnership
and the other partners is limited to the following:
   (1) to account to the limited partnership and hold as trustee for
it any property, profit, or benefit derived by the general partner in
the conduct and winding up of the limited partnership's activities
or derived from a use by the general partner of limited partnership
property, including the appropriation of a limited partnership
opportunity;
   (2) to refrain from dealing with the limited partnership in the
conduct or winding up of the limited partnership's activities as or
on behalf of a party having an interest adverse to the limited
partnership; and
   (3) to refrain from competing with the limited partnership in the
conduct or winding up of the limited partnership's activities.
   (c) A general partner's duty of care to the limited partnership
and the other partners in the conduct and winding up of the limited
partnership's activities is limited to refraining from engaging in
grossly negligent or reckless conduct, intentional misconduct, or a
knowing violation of law.
   (d) A general partner shall discharge the duties to the
partnership and the other partners under this chapter or under the
partnership agreement and exercise any rights consistently with the
obligation of good faith and fair dealing.
   (e) A general partner does not violate a duty or obligation under
this chapter or under the partnership agreement merely because the
general partner's conduct furthers the general partner's own
interest.

15904.09.  (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.