In a limited partnership the limited partners have all but which of the following rights

CA Codes (corp:15501-15534)

CORPORATIONS CODE
SECTION 15501-15534

15501.  A limited partnership is a partnership formed by two or more
persons under the provisions of Section 15502, having as members one
or more general partners and one or more limited partners.  The
limited partners as such shall not be bound by the obligations of the
partnership.


15502.  (1) Two or more persons desiring to form a limited
partnership shall
   (a) Sign and acknowledge a certificate, which shall state
   I. The name of the partnership,
   II. The character of the business,
   III. The location of the principal place of business,
   IV. The name and place of residence of each member; general and
limited partners being respectively designated,
   V. The term for which the partnership is to exist,
   VI. The amount of cash and a description of and the agreed value
of the other property contributed by each limited partner,
   VII. The additional contributions, if any, agreed to be made by
each limited partner and the times at which or events on the
happening of which they shall be made,
   VIII. The time, if agreed upon, when the contribution of each
limited partner is to be returned,
   IX. The share of the profits or the other compensation by way of
income which each limited partner shall receive by reason of his
contribution,
   X. The right, if given, of a limited partner to substitute an
assignee as contributor in his place, and the terms and conditions of
the substitution,
   XI. The right, if given, of the partners to admit additional
limited partners,
   XII. The right, if given, of one or more of the limited partners
to priority over other limited partners, as to contributions or as to
compensation by way of income, and the nature of such priority,
   XIII. The right, if given, of the remaining general partner or
partners to continue the business on the death, retirement, or
insanity of a general partner,
   XIV. The right, if given, of a limited partner to demand and
receive property other than cash in return for his contribution, and
   XV. The right, if given, of a limited partner to vote upon any of
the matters described in subdivision (b) of Section 15507, and the
vote required for election or removal of general partners, or to
cause other action to be effective as to the limited partnership.
   The signing of such certificate by a limited partner may be in
person or for him by an attorney in fact, who may but need not be a
member of the partnership, who shall acknowledge such signature as
such attorney in fact.  Proof of a personal signature of a limited
partner, if not acknowledged, may be made by a subscribing witness as
provided by law.
   (b) Record said certificate in the office of the recorder of the
county in which the principal place of business of the partnership is
situated.
   (2) A limited partnership is formed if there has been substantial
compliance in good faith with the requirements of paragraph one.
   (3) If the partnership has places of business situated in, or
holds title to real property in, different counties, it shall cause
either such recorded certificate, or a copy of such recorded
certificate, certified by the recorder in whose office it is
recorded, to be recorded in the office of the recorder of each such
different county.
   (4) Recording of the certificate in accordance with (1)(b) above
or recording of the recorded certificate or a copy thereof in
accordance with (3) above, provided the recorded certificate or a
recorded copy thereof appears valid on its face, shall create, in
favor of bona fide purchasers or encumbrancers for value, a
conclusive presumption that such limited partnership was validly
formed and in addition shall create the same conclusive presumptions
as provided in Section 15010.5 of this code; any other person
claiming to be a partner who has been omitted from any such
certificate shall have the right to record a corrective statement as
provided in said Section 15010.5.



15503.  A limited partnership may carry on any business which a
partnership without limited partners may carry on, except banking and
insurance.


15504.  The contribution of a limited partner may be cash or other
property, but not services.



15505.  (1) The surname of a limited partner shall not appear in the
partnership name, unless
   (a) It is also the surname of a general partner, or
   (b) Prior to the time when the limited partner became such the
business had been carried on under a name in which his surname
appeared.
   (2) A limited partner whose name appears in a partnership name
contrary to the provisions of paragraph one is liable as a general
partner to partnership creditors who extend credit to the partnership
without actual knowledge that he is not a general partner.



15506.  If the certificate contains a false statement, one who
suffers loss by reliance on such statement may hold liable any party
to the certificate who knew the statement to be false,
   (a) At the time he signed the certificate, or
   (b) Subsequently, but within a sufficient time before the
statement was relied upon to enable him to cancel or amend the
certificate, or to file a petition for its cancellation or amendment
as provided in subdivision three of Section 15525.




15507.  (a) A limited partner shall not become liable as a general
partner unless, in addition to the exercise of his rights and powers
as a limited partner, he takes part in the control of the business.
   (b) A limited partner shall not be deemed to take part in the
control of the business by virtue of his possessing or exercising a
power, specified in the certificate, to vote upon matters affecting
the basic structure of the partnership, including the following
matters or others of a similar nature:
   (1)  Election or removal of general partners.
   (2)  Termination of the partnership.
   (3)  Amendment of the partnership agreement.
   (4)  Sale of all or substantially all of the assets of the
partnership.
   (c) The statement of powers set forth in subdivision (b) shall not
be construed as exclusive or as indicating that any other powers
possessed or exercised by a limited partner shall be sufficient to
cause such limited partner to be deemed to take part in the control
of the business within the meaning of subdivision (a).



15508.  After the formation of a limited partnership, additional
limited partners may be admitted upon filing an amendment to the
original certificate in accordance with the requirements of Section
15525 or Section 15525.5.


15509.  (1) A general partner shall have all the rights and powers
and be subject to all the restrictions and liabilities of a partner
in a partnership without limited partners, except that without the
written consent or ratification of the specific act by all the
limited partners, a general partner or all of the general partners
have no authority to
   (a) Do any act in contravention of the certificate,
   (b) Do any act which would make it impossible to carry on the
ordinary business of the partnership,
   (c) Confess a judgment against the partnership,
   (d) Possess partnership property, or assign their rights in
specific partnership property, for other than a partnership purpose,
   (e) Admit a person as a general partner,
   (f) Admit a person as a limited partner, unless the right so to do
is given in the certificate,
   (g) Continue the business with partnership property on the death,
retirement or insanity of a general partner, unless the right so to
do is given in the certificate.
   (2) In the event of the removal or failure of re-election of a
general partner, pursuant to the vote of the limited partners in
accordance with the certificate, such general partner shall cease to
be liable as such upon the filing of an amended certificate of
limited partnership as provided in Sections 15524 and 15525 hereof,
and compliance by the partnership or the partner with all of the
requirements of notice and publication of a former partner in a
partnership without limited partners.


15510.  (1) A limited partner shall have the same rights as a
general partner to
   (a) Have the partnership books kept at the principal place of
business of the partnership, and at all times to inspect and copy any
of them,
   (b) Have on demand true and full information of all things
affecting the partnership, and a formal account of partnership
affairs whenever circumstances render it just and reasonable, and
   (c) Have dissolution and winding up by decree of court.
   (2) A limited partner shall have the right to receive a share of
the profits or other compensation by way of income, and to the return
of his contribution as provided in Sections 15515 and 15516.



15511.  A person who has contributed to the capital of a business
conducted by a person or partnership erroneously believing that he
has become a limited partner in a limited partnership, is not, by
reason of his exercise of the rights of a limited partner, a general
partner with the person or in the partnership carrying on the
business, or bound by the obligations of such person or partnership;
provided, that on ascertaining the mistake he promptly renounces his
interest in the profits of the business, or other compensation by way
of income.


15512.  (1) A person may be a general partner and a limited partner
in the same partnership at the same time.
   (2) A person who is a general, and also at the same time a limited
partner, shall have all the rights and powers and be subject to all
the restrictions of a general partner; except that, in respect to his
contribution, he shall have the rights against the other members,
which he would have had if he were not also a general partner.



15513.  (a) A limited partner also may lend money to and transact
other business with the partnership, and, unless he is also a general
partner, receive on account of resulting claims against the
partnership, with general creditors, a pro rata share of the assets.
If, at the time of receipt, the assets of the partnership are not
sufficient to discharge partnership liabilities to persons not
claiming as general or limited partners, no limited partner shall, in
respect to any such claim:
   (1) Receive as collateral security any partnership property, or
   (2) Receive from a general partner of the partnership any payment,
conveyance, or release from liability.
   (b) No limited partner shall make a loan upon the security of
partnership property if, at the time such secured loan is made, the
assets of the partnership are not sufficient to discharge partnership
liabilities to persons not claiming as general or limited partners.

   (c) The making of a secured loan, or the receiving of collateral
security, or a payment, conveyance, or release, in violation of the
provisions of subdivision (a) or (b) is a fraud on the creditors of
the partnership.



15514.  Where there are several limited partners the members may
agree that one or more of the limited partners shall have a priority
over other limited partners as to the return of their contributions,
as to their compensation by way of income, or as to any other matter.
  If such an agreement is made it shall be stated in the certificate,
and in the absence of such a statement all the limited partners
shall stand upon equal footing.



15515.  A limited partner may receive from the partnership the share
of the profits or the compensation by way of income stipulated for
in the certificate; provided, that after such payment is made,
whether from the property of the partnership or that of a general
partner, the partnership assets are in excess of all liabilities of
the partnership except liabilities to limited partners on account of
their contributions and to general partners.



15516.  (1) A limited partner shall not receive from a general
partner or out of partnership property any part of his contribution
until
   (a) All liabilities of the partnership, except liabilities to
general partners and to limited partners on account of their
contributions, have been paid or there remains property of the
partnership sufficient to pay them,
   (b) The consent of all members is had, unless the return of the
contribution may be rightfully demanded under the provisions of
paragraph two, and
   (c) The certificate is canceled or so amended as to set forth the
withdrawal or reduction.
   (2) Subject to the provisions of paragraph one a limited partner
may rightfully demand the return of his contribution
   (a) On the dissolution of a partnership, or
   (b) When the date specified in the certificate for its return has
arrived, or
   (c) After he has given six months' notice in writing to all other
members, if no time is specified in the certificate either for the
return of the contribution or for the dissolution of the partnership.

   (3) In the absence of any statement in the certificate to the
contrary or the consent of all members, a limited partner,
irrespective of the nature of his contribution, has only the right to
demand and receive cash in return for his contribution.
   (4) A limited partner may have the partnership dissolved and its
affairs wound up when
   (a) He rightfully but unsuccessfully demands the return of his
contribution, or
   (b) The other liabilities of the partnership have not been paid,
or the partnership property is insufficient for their payment as
required by paragraph 1(a) and the limited partner would otherwise be
entitled to the return of his contribution.



15517.  (1) A limited partner is liable to the partnership
   (a) For the difference between his contribution as actually made
and that stated in the certificate as having been made, and
   (b) For any unpaid contribution which he agreed in the certificate
to make in the future at the time and on the conditions stated in
the certificate.
   (2) A limited partner holds as trustee for the partnership
   (a) Specific property stated in the certificate as contributed by
him, but which was not contributed or which has been wrongfully
returned, and
   (b) Money or other property wrongfully paid or conveyed to him on
account of his contribution.
   (3) The liabilities of a limited partner as set forth in this
section can be waived or compromised only by the consent of all
members; but a waiver or compromise shall not affect the right of a
creditor of a partnership who extended credit or whose claim arose
after the filing and before a cancellation or amendment of the
certificate, to enforce such liabilities.
   (4) When a contributor has rightfully received the return in whole
or in part of the capital of his contribution, he is nevertheless
liable to the partnership for any sum, not in excess of such return
with interest, necessary to discharge its liabilities to all
creditors who extended credit or whose claims arose before such
return.



15518.  A limited partner's interest in the partnership is personal
property.


15519.  (1) A limited partner's interest is assignable.
   (2) A substituted limited partner is a person admitted to all the
rights of a limited partner who has died or has assigned his interest
in a partnership.
   (3) An assignee, who does not become a substituted limited
partner, has no right to require any information or account of the
partnership transactions, to inspect the partnership books, or to
vote on any of the matters as to which a limited partner would be
entitled to vote pursuant to the provisions of Section 15507 and the
certificate of limited partnership; he is only entitled to receive
the share of the profits or other compensation by way of income, or
the return of his contributions, to which his assignor would
otherwise be entitled.
   (4) An assignee shall have the right to become a substituted
limited partner if all the members (except the assignor) consent
thereto or if the assignor, being thereunto empowered by the
certificate, gives the assignee that right.
   (5) An assignee becomes a substituted limited partner when the
certificate is appropriately amended in accordance with Section
15525.
   (6) The substituted limited partner has all the rights and powers,
and is subject to all the restrictions and liabilities of his
assignor, except those liabilities of which he was ignorant at the
time he became a limited partner and which could not be ascertained
from the certificate.
   (7) The substitution of the assignee as a limited partner does not
release the assignor from liability to the partnership under
Sections 15506 and 15517.


15520.  As to a partnership not governed by Section 15520.5 the
following provisions shall apply:  The retirement, death, insanity,
removal or failure of reelection of a general partner dissolves the
partnership, unless the business is continued by the remaining
general partners and/or the general partner or general partners
elected in place thereof
   (a) Under a right so to do stated in the certificate, or
   (b) With the consent of all members.



15520.5.  If the partnership is formed on or after November 1, 1973,
or if the partnership is formed prior to that date and amends its
certificate to specifically elect to be governed by this Section
15520.5 rather than Section 15520, the following provision shall
apply:  The retirement, death or insanity of a general partner
dissolves the partnership, unless the business is continued by the
remaining general partners
   (a) Under a right so to do stated in the certificate, or
   (b) With the consent of all members.



15521.  (1) On the death of a limited partner his executor or
administrator shall have all the rights of a limited partner for the
purpose of settling his estate, and such power as the deceased had to
constitute his assignee a substituted limited partner.
   (2) The estate of a deceased limited partner shall be liable for
all his liabilities as a limited partner.



15522.  (1) On due application to a court of competent jurisdiction
by any creditor of a limited partner, the court may charge the
interest of the indebted limited partner with payment of the
unsatisfied amount of such claim; and may appoint a receiver, and
make all other orders, directions, and inquiries which the
circumstances of the case may require.
   (2) The interest may be redeemed with the separate property of any
general partner, but may not be redeemed with the partnership
property.
   (3) The remedies conferred by paragraph one shall not be deemed
exclusive of others which may exist.
   (4) Nothing in this act shall be held to deprive a limited partner
of his statutory exemption.


15523.  (1) In settling accounts after dissolution the liabilities
of the partnership shall be entitled to payment in the following
order:
   (a) Those to creditors, in the order of priority as provided by
law, except those to limited partners on account of their
contributions, and to general partners,
   (b) Those to limited partners in respect to their share of the
profits and other compensation by way of income on their
contributions,
   (c) Those to limited partners in respect to the capital of their
contributions,
   (d) Those to general partners other than for capital and profits,
   (e) Those to general partners in respect to profits,
   (f) Those to general partners in respect to capital.
   (2) Subject to any statement in the certificate or to subsequent
agreement, limited partners share in the partnership assets in
respect to their claims for capital, and in respect to their claims
for profits or for compensation by way of income on their
contributions respectively, in proportion to the respective amounts
of such claims.



15524.  (1) The certificate shall be canceled when the partnership
is dissolved or all limited partners cease to be such.
   (2) A certificate shall be amended when
   (a) There is a change in the name of the partnership or in the
amount or character of the contribution of any limited partner,
   (b) A person is substituted as a limited partner,
   (c) An additional limited partner is admitted,
   (d) A person is admitted as a general partner,
   (e) A general partner retires, dies, or becomes insane, and the
business is continued under Section 15520,
   (f) There is a change in the character of the business of the
partnership,
   (g) There is a false or erroneous statement in the certificate,
   (h) There is a change in the time as stated in the certificate for
the dissolution of the partnership or for the return of a
contribution,
   (i) A time is fixed for the dissolution of the partnership, or the
return of a contribution, no time having been specified in the
certificate,
   (j) The members desire to make a change in any other statement in
the certificate in order that it shall accurately represent the
agreement between them, or
   (k) There is a change in the right to vote upon any of the matters
described in subdivision (b) of Section 15507.




15525.  (1) The writing to amend a certificate shall
   (a) Conform to the requirements of paragraph (a) of subdivision
(1) of Section 15502 as far as necessary to set forth clearly the
change in the certificate which it is desired to make, and
   (b) Be signed and acknowledged by all members, and an amendment
substituting a limited partner or adding a limited or general partner
shall be signed also by the member to be substituted or added, and
when a limited partner is to be substituted, the amendment shall also
be signed by the assigning limited partner.  The signing of such
writing by a limited partner may be in person or for him by an
attorney in fact, who may but need not be a member of the
partnership, who shall acknowledge such signature as such attorney in
fact.
   (2) The writing to cancel a certificate shall be signed by all
members. The signing of such writing by a limited partner may be in
person or for him by an attorney in fact, who may but need not be a
member of the partnership, who shall acknowledge such signature as
such attorney in fact.
   (3) A person desiring the cancellation or amendment of a
certificate, if any person designated in subdivisions (1) and (2) as
a person who must execute the writing refuses to do so, may petition
the superior court in the county where the principal place of the
partnership is situated to direct a cancellation or amendment
thereof.
   (4) If the court finds that the petitioner has a right to have the
writing executed by a person who refuses to do so, it shall order
the county recorder of the county in which the original certificate
is recorded to record the cancellation or amendment of the
certificate; and where the certificate is to be amended, the court
shall also cause to be filed for record in said office a certified
copy of its decree setting forth the amendment.
   (5) A certificate is amended or canceled when there is recorded in
the office referred to in paragraph (b) of subdivision (1) of
Section 15502:
   (a) A writing in accordance with the provisions of subdivision (1)
or (2), or
   (b) A certified copy of the order of court in accordance with the
provisions of subdivision (4).  Provided, however, that such
amendment or cancellation shall be void as against a purchaser or
encumbrancer in good faith and for value of real property in a
"different county" referred to in subdivision (3) of Section 15502,
whose conveyance is duly recorded before such recorded writing, or a
copy thereof certified by the recorder in whose office it is
recorded, or a certified copy of such court order, has been recorded
in the office of the recorder in such different county.
   (6) After the certificate is duly amended in accordance with this
section, the amended certificate shall thereafter be for all purposes
the certificate provided for by this act except as to a purchaser or
encumbrancer in good faith and for value under the circumstances set
forth in the proviso to subdivision (5).



15525.5.  Notwithstanding the provisions of paragraph (b) of
subdivision (1) of Section 15525, if the partnership certificate
permits, the writing to amend the certificate may be signed,
personally or by attorney in fact, by a general partner and by the
member to be substituted or added in the case of an amendment
substituting a limited partner or adding a limited or general partner
and shall be signed, personally or by attorney in fact, also by the
assigning limited partner when a limited partner is to be
substituted, and if the amendment reflects the retirement, death or
insanity of a general partner, and the business is continued under
Section 15520, the amendment may be signed by any general partner,
personally or by attorney in fact.



15526.  A contributor, unless he is a general partner, is not a
proper party to proceedings by or against a partnership, except where
the object is to enforce a limited partner's right against or
liability to the partnership.


15527.  This chapter may be cited as The Uniform Limited Partnership
Act.


15528.  (1) The rule that statutes in derogation of the common law
are to be strictly construed shall have no application to this act.
   (2) This act shall be so interpreted and construed as to effect
its general purpose to make uniform the law of those states which
enact it.
   (3) This act shall not be so construed as to impair the
obligations of any contract existing when the act goes into effect,
nor to affect any action or proceedings begun or right accrued before
this act takes effect.



15529.  In any case not provided for in this act the rules of law
and equity, including the law merchant, shall govern.



15530.  (1) A limited partnership formed under any statute of this
State prior to the adoption of this act, may become a limited
partnership under this act by complying with the provisions of
Section 15502, provided the certificate set forth
   (a) The amount of the original contribution of each limited
partner, and the time when the contribution was made, and
   (b) That the property of the partnership exceeds the amount
sufficient to discharge its liabilities to persons not claiming as
general or limited partners by an amount greater than the sum of the
contributions of its limited partners.
   (2) A limited partnership formed under any statute of this State
prior to the adoption of this act, until or unless it becomes a
limited partnership under this act, shall continue to be governed by
the provisions of Chapter 3 of Title 10 of Part 4 of Division 3 of
the Civil Code as they existed prior to the repeal thereof, except
that such partnership shall not be renewed unless so provided in the
original agreement.


15531.  Every member of a special or limited partnership who commits
any fraud in the affairs of the partnership is guilty of a
misdemeanor.


15532.  (a) The Attorney General, upon complaint that a partnership
is failing to comply with the provisions of subdivision (a) or (b) of
Section 15510, or to afford to the limited partners other rights
given them in the certificate of limited partnership, may in the name
of the people of the State of California send to the principal place
of business of such partnership, as specified in the certificate of
limited partnership, notice of the complaint.
   (b) If the answer of the partnership is not received within 30
days of the date such notice was transmitted or if the answer is not
satisfactory, and if the enforcement of the rights of the aggrieved
persons by private civil action, by class action or otherwise, would
be so burdensome or expensive as to be impractical, the Attorney
General may institute, maintain or intervene in such suits, actions
or proceedings of any type in any court of competent jurisdiction or
before any administrative agency for such relief by way of
injunction, the dissolution of entities, the appointment of
receivers, or any other temporary, preliminary, provisional or final
remedies as may be appropriate to protect the rights of limited
partners or to undo the consequences of failure to comply with the
requirements of subdivision (a) or (b) of Section 15510 or the
certificate of limited partnership.  In any such action, suit or
proceeding there may be joined as parties all persons and entities
involved, or affected by, or instrumental to such activity.



15533.  This chapter shall be of no force and effect except as
provided by Article 11 (commencing with Section 15710) or Article 12
(commencing with Section 15721) of Chapter 3.



15534.  This chapter shall become inoperative and be repealed on
January 1, 2010, unless a later enacted statute, which becomes
effective on or before January 1, 2010, deletes or extends the dates
on which it becomes inoperative and is repealed.

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