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Cal. CORP § 15908.05

This is the official text of Cal. CORP § 15908.05, part of California’s Corporations Code — governs the formation and operation of corporations, LLCs, and partnerships, and regulates securities.

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Official statutory text

(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

(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.

Status: in_force · Read it on the official government site

About this page: Statute text is reproduced from official government publishers via the Open US Law dataset (Vaquill AI, snapshot v2026.08, CC BY 4.0). Primary legislative text like this is public domain under the government-edicts doctrine (Georgia v. Public.Resource.Org, 2020). We link every section back to its official source so you can verify it independently.