Corporations Code section 15906.02

(a)

Upon a person’s dissociation as a limited partner:

(1)

subject to Section 15907.04, the person does not have further rights as a limited partner;

(2)

the person’s obligation of good faith and fair dealing as a limited partner under subdivision (b) of Section 15903.05 continues only as to matters arising and events occurring before the dissociation; and

(3)

subject to Section 15907.04 and Article 11 (commencing with Section 15911.01), any transferable interest owned by the person in the person’s capacity as a limited partner immediately before dissociation is owned by the person as a mere transferee.

(b)

A person’s dissociation as a limited partner does not of itself discharge the person from any obligation to the limited partnership or the other partners which the person incurred while a limited partner.

Source: Section 15906.02, https://leginfo.­legislature.­ca.­gov/faces/codes_displaySection.­xhtml?lawCode=CORP§ionNum=15906.­02.­ (updated Jan. 1, 2007; accessed Nov. 10, 2025).

Green check means up to date. Up to date

Verified:
Nov. 10, 2025

§ 15906.02's source at ca​.gov