California Corporations Code Section 15642

A person ceases to be a general partner of a limited partnership upon the happening of any of the following events: (a) The general partner withdraws from the limited partnership as provided in Section 15662. (b) The general partner is removed as a general partner. (c) Unless otherwise provided in the partnership agreement, an order for relief against the general partner is entered under Chapter 7 of the federal bankruptcy law, or the general partner: (1) makes a general assignment for the benefit of creditors, (2) files a voluntary petition under the federal bankruptcy law, (3) files a petition or answer seeking for that partner any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law, or regulation, (4) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against that partner in any proceeding of this nature, or (5) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of that partner`s properties. (d) Unless otherwise provided in the partnership agreement, 60 days after the commencement of any proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law, or regulation, the proceeding has not been dismissed, or if within 60 days after the appointment without that partner`s consent or acquiescence of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of that partner`s properties, the appointment is not vacated or stayed, or within 60 days after the expiration of any such stay, the appointment is not vacated. (e) In the case of a general partner who is an individual, either of the following: (1) The death of that partner. (2) The entry by a court of competent jurisdiction of an order adjudicating the partner incompetent to manage the general partner`s estate. (f) Unless otherwise provided in the partnership agreement, in the case of a general partner who is acting as a general partner by virtue of being a trustee of a trust, the termination of the trust (but not merely the substitution of a new trustee, in which case the new trustee automatically becomes the new general partner). (g) Unless otherwise provided in the partnership agreement, in the case of a general partner that is a separate partnership, the dissolution of the separate partnership. (h) In the case of a general partner that is a corporation, the filing of a certificate of dissolution, or its equivalent, for the corporation. (i) In the case of a general partner that is an estate, the distribution by the fiduciary of the estate`s entire interest in the limited partnership. (j) In the case of a general partner that is a limited liability company, the filing of a certificate of dissolution or its equivalent for the limited liability company. Notwithstanding the provisions of this section, a person who ceases to be a general partner of a limited partnership, shall be deemed to be acting as a general partner with respect to a third party doing business with the limited partnership, until an amended certificate of limited partnership is filed in accordance with Section 15622.