Cal. Codes » Corporations Code / TITLE 2. PARTNERSHIPS / CHAPTER 4.5. Uniform Limited Partnership Act of 2008 / ARTICLE 4. General Partners
California Codes

Cal. Corporations Code § 15904.06 (2026)

General Partners

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(a)Each general partner has equal rights in the management and conduct of the limited partnership’s activities. Except as expressly provided in this chapter, any matter relating to the activities of the limited partnership may be exclusively decided by the general partner or, if there is more than one general partner, by a majority of the general partners.

(b)The consent of each partner is necessary to:

(1)amend the partnership agreement; and

(2)sell, lease, exchange, or otherwise dispose of all, or substantially all, of the limited partnership’s property, with or without the good will, other than in the usual and regular course of the limited partnership’s activities.

(c)A limited partnership shall reimburse a general partner for payments made and indemnify a general partner for liabilities incurred by the general partner in the ordinary course of the activities of the partnership or for the preservation of its activities or property.

(d)A limited partnership shall reimburse a general partner for an advance to the limited partnership beyond the amount of capital the general partner agreed to contribute.

(e)A payment or advance made by a general partner which gives rise to an obligation of the limited partnership under subdivision (c) or (d) constitutes a loan to the limited partnership which accrues interest from the date of the payment or advance.

(f)A general partner is not entitled to remuneration for services performed for the partnership.

Notes of Decisions
Cited in 3 cases (1 in the last 5 years), 2019–2026 · leading case: Jarvis v. Jarvis, 33 Cal. App. 5th 113 (Cal. Ct. App. 2019).
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Jarvis v. Jarvis, 33 Cal. App. 5th 113 (Cal. Ct. App. 2019). “Its two general partners-appellant Todd Henry Jarvis and respondent James Alvin Jarvis (brothers)-each own a 50 percent interest in the partnership, which is less than the majority consent required *725 to act on behalf of the partnership ( Corp. Code, § 15904.06, subd. (a) ).…”
Jarvis v. Jarvis, No. H044930 (Cal. Ct. App. Mar. 19, 2019). · cites it 2× “Its two general partners—appellant Todd Henry Jarvis and respondent James Alvin Jarvis (brothers)—each own a 50 percent interest in the partnership, which is less than the majority consent required to act on behalf of the partnership (Corp. Code, § 15904.06, subd. (a)). The…”
Zhang v. Invest L.A. Reg'l Ctr., No. B332808 (Cal. Ct. App. Jan. 30, 2026). “” (Corp. Code, § 15904.06, subd. (a).) In view of these broad grants of authority and the LPA’s purpose, we conclude the LPA gives the General Partner the authority to reinvest Partnership funds in investments that satisfy the EB-5 program’s requirements without obtaining…”
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