SECTIONS 15907.01-15907.04 - California Statutes

CORPORATIONS CODE

SECTION 15907.01-15907.04

15907.01. The only interest of a partner which is transferable is
the partner's transferable interest. A transferable interest is
personal property.

15907.02. (a) A transfer, in whole or in part, of a partner's
transferable interest:
(1) is permissible;
(2) does not by itself cause the partner's dissociation or a
dissolution and winding up of the limited partnership's activities;
and
(3) does not, as against the other partners or the limited
partnership, entitle the transferee to participate in the management
or conduct of the limited partnership's activities, to require access
to information concerning the limited partnership's transactions
except as otherwise provided in subdivision (c), or to inspect or
copy the required information or the limited partnership's other
records or to exercise any other rights or powers of a partner.
(b) A transferee has a right to receive, in accordance with the
transfer, distributions to which the transferor would otherwise be
entitled.
(c) A transferee is entitled to an account of the limited
partnership's transactions only upon the dissolution and winding up
of the limited partnership.
(d) Upon transfer, the transferor retains the rights of a partner
other than the interest in distributions transferred and retains all
duties and obligations of a partner.
(e) A limited partnership need not give effect to a transferee's
rights under this section until the limited partnership has notice of
the transfer.
(f) A transfer of a partner's transferable interest in the limited
partnership in violation of a restriction on transfer contained in
the partnership agreement is ineffective as to a person having notice
of the restriction at the time of transfer.
(g) A transferee that becomes a partner with respect to a
transferable interest is liable for the transferor's obligations
under Sections 15905.02 and 15905.09. However, the transferee is not
obligated for liabilities unknown to the transferee at the time the
transferee became a partner.
(h) A transferee of a partnership interest, including a transferee
of a general partner, may become a limited partner if and to the
extent that (1) the partnership agreement provides or (2) all general
partners and a majority in interest of the limited partners consent.

15907.03. (a) On application to a court of competent jurisdiction
by any judgment creditor of a partner or transferee, the court may
charge the transferable interest of the judgment debtor with payment
of the unsatisfied amount of the judgment with interest. To the
extent so charged, the judgment creditor has only the rights of a
transferee. The court may appoint a receiver of the share of the
distributions due or to become due to the judgment debtor in respect
of the limited partnership and make all other orders, directions,
accounts, and inquiries the judgment debtor might have made or which
the circumstances of the case may require to give effect to the
charging order.
(b) A charging order constitutes a lien on the judgment debtor's
transferable interest. The court may order a foreclosure upon the
interest subject to the charging order at any time. The purchaser at
the foreclosure sale has the rights of a transferee.
(c) At any time before foreclosure, an interest charged may be
redeemed:
(1) by the judgment debtor;
(2) with property other than limited partnership property, by one
or more of the other partners; or
(3) with limited partnership property, by the limited partnership
with the consent of all partners whose interests are not so charged.
(d) This chapter does not deprive any partner or transferee of the
benefit of any exemption laws applicable to the partner's or
transferee's transferable interest.
(e) This section provides the exclusive remedy by which a judgment
creditor of a partner or transferee may satisfy a judgment out of
the judgment debtor's transferable interest.
(f) No creditor of a partner shall have any right to obtain
possession or otherwise exercise legal or equitable remedies with
respect to the property of the limited partnership.

15907.04. If a partner dies, the deceased partner's personal
representative or other legal representative may exercise the rights
of a transferee as provided in Section 15907.02 and, for the purposes
of settling the estate, may exercise the rights of a current limited
partner under Section 15903.04.