§ 15906.07
284 words·~1 min read·
/ca/corporations-code/15906-07A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
(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.