California Corporations Code ARTICLE 11.5 - Dissenting Limited Partners’ Rights

  • Section 15911.20.
    (a) For purposes of this article, “reorganization” refers to any of the following:(1) A conversion pursuant to Article 11 (commencing with Section 15911.01).(2) A merger pursuant to Article...
  • Section 15911.21.
    (a) If the approval of outstanding limited partnership interests is required for a limited partnership to participate in a reorganization, pursuant to the limited partnership agreement...
  • Section 15911.22.
    (a) If limited partners have a right under Section 15911.21, subject to compliance with paragraphs (4) and (5) of subdivision (b) thereof, to require the limited...
  • Section 15911.23.
    Within 30 days after the date on which notice of the approval of the outstanding interests of the limited partnership is mailed to the limited...
  • Section 15911.24.
    (a) If the limited partnership and the dissenting limited partner agree that such limited partner’s interest is a dissenting interest and agree upon the price to...
  • Section 15911.25.
    (a) If the limited partnership denies that a limited partnership interest is a dissenting interest, or the limited partnership and a dissenting limited partner fail to...
  • Section 15911.26.
    (a) If the court appoints an appraiser or appraisers, they shall proceed forthwith to determine the fair market value per interest of the outstanding limited partnership...
  • Section 15911.27.
    To the extent that the payment to dissenting limited partners of the fair market value of their dissenting interests would require the dissenting limited partners...
  • Section 15911.28.
    Any cash distributions made by a limited partnership to a dissenting limited partner after the date of consummation of the reorganization, but prior to any...
  • Section 15911.29.
    Except as expressly limited by this article, dissenting limited partners shall continue to have all the rights and privileges incident to their interests immediately prior...
  • Section 15911.30.
    A dissenting interest loses its status as a dissenting interest and the holder thereof ceases to be a dissenting limited partner and ceases to be...
  • Section 15911.31.
    If litigation is instituted to test the sufficient or regularity of the vote or consent of the limited partners in authorizing a reorganization, any proceedings...
  • Section 15911.32.
    (a) This article applies to the following:(1) A domestic limited partnership formed on or after January 1, 1991.(2) A foreign limited partnership if (A) the foreign limited partnership...
  • Section 15911.33.
    (a) No limited partner of a limited partnership who has a right under this article to demand payment of cash for the interest owned by such...

Last modified: October 22, 2018