California § 15908.07. 15908.07. (Amended by Stats. 2022, Ch. 617, Sec. 94.)

California Statutes

§ 15908.07. — 15908.07. (Amended by Stats. 2022, Ch. 617, Sec. 94.)

California § 15908.07.

JurisdictionCalifornia

Code CORPCorporations Code - CORP

Title 2.TITLE 2. PARTNERSHIPS

Ch. 4.5.CHAPTER 4.5. Uniform Limited Partnership Act of 2008

Art. 8.ARTICLE 8. Dissolution

This text of California § 15908.07. (15908.07. (Amended by Stats. 2022, Ch. 617, Sec. 94.)) is published on Counsel Stack Legal Research, covering California primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Cal. Corporations Code - CORP Code § 15908.07. (2026).

Text

(a)A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the limited partnership to present them in accordance with the notice.

(b)The notice must:

(1)be published at least once in a newspaper of general circulation in the county in which the dissolved limited partnership’s principal office is located or, if it has none in this state, in the county in which the limited partnership’s principal office is or was last located;

(2)describe the information required to be contained in a claim and provide a mailing address to which the claim is to be sent; and

(3)state that a claim against the limited partnership is barred unless an action to enforce the claim is commenced within four years after publication of the notice.

(c)If

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(a)
A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the limited partnership to present them in accordance with the notice.
(b)
The notice must:
(1)
be published at least once in a newspaper of general circulation in the county in which the dissolved limited partnership’s principal office is located or, if it has none in this state, in the county in which the limited partnership’s principal office is or was last located;
(2)
describe the information required to be
contained in a claim and provide a mailing address to which the claim is to be sent; and
(3)
state that a claim against the limited partnership is barred unless an action to enforce the claim is commenced within four years after publication of the notice.
(c)
If a dissolved limited partnership publishes a notice in accordance with subdivision (b), the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the dissolved limited partnership within four years after the publication date of the notice:
(1)
a claimant that did not receive notice in a record under Section 15908.06;
(2)
a claimant whose
claim was timely sent to the dissolved limited partnership but not acted on; and
(3)
a claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
(d)
A claim not barred under this section may be enforced:
(1)
against the dissolved limited partnership, to the extent of its undistributed assets;
(2)
if the assets have been distributed in liquidation, against a partner or transferee to the extent of that person’s proportionate share of the claim or the limited partnership’s assets distributed to the partner or transferee in liquidation, whichever is less, but a person’s total liability for all claims under this paragraph
does not
exceed the total amount of assets distributed to the person as part of the winding up of the dissolved limited partnership; or
(3)
against any person liable on the claim under Section 15904.04.
(e)
Publication of a notice of dissolution of a limited partnership pursuant to this section shall not bar the collection of any tax, interest, penalty or addition to tax under Part 10 (commencing with Section 17001) of, Part 10.20 (commencing with Section 18401) of, and Part 11 (commencing with Section 23001) of, Division 2 of the Revenue and Taxation Code.