Dissolution of a Limited Partnership

Corporations Code Title 2, Chapter 4.5, Article 8 deals with dissolutions under the California Uniform Limited Partnership Act of 2008.

Section 15908.01 provides that a limited partnership is dissolved, and its activities must be wound up, only upon the occurrence of any of four specified occurrences.

Section 15908.03 says that a limited partnership continues after dissolution only for the purpose of winding up its activities. In winding up its activities, the limited partnership must comply with two specified provisions. If a dissolved limited partnership does not have a general partner, a person to wind up the dissolved limited partnership’s activities may be appointed by the consent of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective.

Section 15908.04 provides that a limited partnership is bound by a general partner’s act after dissolution meets two specified criteria. A person dissociated as a general partner binds a limited partnership through an act occurring after dissolution if four specified conditions are met.

Section 15908.05 states that, if a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation by an act that is not appropriate for winding up the partnership’s activities, the general partner is liable in two specified manners. If a person dissociated as a general partner causes a limited partnership to incur an obligation, the person is liable in two specified manners.

Section 15908.06 allows a dissolved limited partnership to dispose of the known claims against it by following the procedure specified. The notice must address four specified items. A claim against a dissolved limited partnership is barred if the requirements of law are met as well as two other specified requirements are met.

Section 15908.07 authorizes a dissolved limited partnership to publish notice of its dissolution and request persons having claims against the limited partnership to present them in accordance with the notice. The notice must comply with three specified rules.

Section 15908.08 explains that, if a claim against a dissolved limited partnership is barred, any corresponding claim is also barred.

Section 15908.09 says that, in winding up a limited partnership’s activities, the assets of the limited partnership, including the contributions required by this section, must be applied to satisfy the limited partnership’s obligations to creditors, including, to the extent permitted by law, partners that are creditors. Any surplus remaining after the limited partnership must be returned to the partners as they share in distributions. If a limited partnership’s assets are insufficient to satisfy all of its obligations, then three specified rules apply.