California Codes

Cal. Corporations Code § 15908.01 (2026)

✓ current as of May 2026

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Except as otherwise provided in Section 15908.02, a limited partnership is dissolved, and its activities must be wound up, only upon the occurrence of any of the following:

(a)the happening of an event specified in the partnership agreement;

(b)the consent of all general partners and of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective;

(c)after the dissociation of a person as a general partner:

(1)if the limited partnership has at least one remaining general partner, and a consent to dissolve the limited partnership is given within 90 days after the dissociation by partners owning a majority of the rights to receive distributions as partners at the time the consent is to be effective; or

(2)if the limited partnership does not have a remaining general partner, the passage of 90 days after the dissociation, unless before the end of the period:

(A)consent to continue the activities of the limited partnership and admit at least one general partner is given by limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective; and

(B)at least one person is admitted as a general partner in accordance with the consent; or

(d)the passage of 90 days after the dissociation of the limited partnership’s last limited partner, unless before the end of the period the limited partnership admits at least one limited partner.

Notes of Decisions

Cited in 4 cases (1 in the last 5 years), 2015–2022 · leading case: Sonoma Apt. Assocs. v. United States, 134 Fed. Cl. 90 (Fed. Cl. 2017).

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Sonoma Apt. Assocs. v. United States, 134 Fed. Cl. 90 (Fed. Cl. 2017). “"); see also Cal. Corp. Code § 15908.01 (West 2008) (addressing nonjudicial dissolution of limited partnerships).”

Sonoma Apt. Assocs. v. United States (Fed. Cl. 2017). “”); see also Cal. Corp. Code § 15908.01 (West 2008) (addressing nonjudicial dissolution of limited partnerships).”

Buttonwood Tree Value Partners, LP v. R.L. Polk & Co., Inc. (Del. Ch. 2022). “which a limited partnership may engage during the winding up process: (b) In winding up its activities, the limited partnership: (1) may amend its certificate of limited partnership to state that the limited partnership is dissolved, preserve the limited partnership business or…”

Baeyens v. Westside Nutrition CA4/3 (Cal. Ct. App. 2015). “(Corp. Code, § 15908.01 [dissociating a general partner dissolves a limited partnership unless (1) at least one remaining general partner continues the business, or (2) where there is no remaining general partner, consent to continue the limited partnership and admit at least…”

— Cal. Corporations Code § 15908.01(c)(2) — 1 case

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