California Corporations Code 15908.05 – (a) If a general partner having knowledge of the dissolution …
(a) If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under subdivision (a) of Section 15908.04 by an act that is not appropriate for winding up the partnership’s activities, the general partner is liable:
(1) to the limited partnership for any damage caused to the limited partnership arising from the obligation; and
Terms Used In California Corporations Code 15908.05
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Person: includes a corporation as well as a natural person. See California Corporations Code 18
(2) if another general partner or a person dissociated as a general partner is liable for the obligation, to that other general partner or person for any damage caused to that other general partner or person arising from the liability.
(b) If a person dissociated as a general partner causes a limited partnership to incur an obligation under subdivision (b) of Section 15908.04, the person is liable:
(1) to the limited partnership for any damage caused to the limited partnership arising from the obligation; and
(2) if a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability.
(Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)