2011 California Code
Corporations Code
TITLE 2. PARTNERSHIPS [15800 - 15912.07]
ARTICLE 6. Dissociation
Section 15906.07

(a) A person s dissociation as a general partner does not of itself discharge the person s liability as a general partner for an obligation of the limited partnership incurred before dissociation. Except as otherwise provided in subdivisions (b) and (c), the person is not liable for a limited partnership s obligation incurred after dissociation.

(b) A person whose dissociation as a general partner resulted in a dissolution and winding up of the limited partnership s activities is liable to the same extent as a general partner under Section 15904.04 on an obligation incurred by the limited partnership under Section 15908.04.

(c) A person that has dissociated as a general partner but whose dissociation did not result in a dissolution and winding up of the limited partnership s activities is liable on a transaction entered into by the limited partnership after the dissociation only if:

(1) a general partner would be liable on the transaction; and

(2) at the time the other party enters into the transaction:

(A) less than two years have passed since the dissociation; and

(B) the other party does not have notice of the dissociation and reasonably believes that the person is a general partner.

(d) By agreement with a creditor of a limited partnership and the limited partnership, a person dissociated as a general partner may be released from liability to the creditor for an obligation of the limited partnership.

(e) A person dissociated as a general partner is released from liability for an obligation of the limited partnership if the limited partnership s creditor, with notice of the person s dissociation as a general partner but without the person s consent, agrees to a material alteration in the nature or time of payment of the obligation.

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