2011 California Code
Corporations Code
TITLE 2. PARTNERSHIPS [15800 - 15912.07]
ARTICLE 6. Dissociation
Section 15906.04

(a) A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by express will pursuant to subdivision (a) of Section 15906.03.

(b) A person s dissociation as a general partner is wrongful only if:

(1) it is in breach of an express provision of the partnership agreement; or

(2) it occurs before the termination of the limited partnership, and:

(A) the person withdraws as a general partner by express will;

(B) the person is expelled as a general partner by judicial determination under subdivision (e) of Section 15906.03;

(C) the person is dissociated as a general partner by becoming a debtor in bankruptcy; or

(D) in the case of a person that is not an individual, trust other than a business trust, or estate, the person is expelled or otherwise dissociated as a general partner because it willfully dissolved or terminated.

(c) A person that wrongfully dissociates as a general partner is liable to the limited partnership and, subject to Section 15910.01, to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the general partner to the limited partnership or to the other partners.

(Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Operative January 1, 2008, by Section 15912.04.)