California Corporations Code Section 15662

(a) A partnership agreement may provide that a general partner may withdraw from a limited partnership at the time or upon the happening of events specified in the partnership agreement or, that a general partner shall not have the right to withdraw as a general partner of a limited partnership. Notwithstanding any restrictions upon the right to withdraw of a general partner, a general partner may withdraw from a limited partnership at any time by giving written notice to the other partners. However, if the withdrawal violates the partnership agreement the limited partnership may recover from the withdrawing general partner damages for breach of the partnership agreement and, in addition to any other remedies, shall have the right to offset the damages against any amounts otherwise distributable to the general partner. In the case of a partnership for a fixed term, a withdrawal by a general partner prior to the expiration of that term is a breach of the partnership agreement. (b) Subject to the liability created under subdivision (a), a general partner who ceases to be a general partner under Section 15642 shall: (1) Retain the same interest in that partner`s capital account and distributions, but that interest shall be that of a limited partner. (2) Not be personally liable for partnership debts incurred after the person ceases to be a general partner, other than any debts incurred by reason of that person`s being deemed to be acting as a general partner, pursuant to Section 15642. (3) Be entitled to vote as a limited partner on all matters except the admission and compensation of a general partner. (4) Have the partner`s interest in profits, losses, and distributions reduced pro rata with all other partners to provide compensation, or an interest in the partnership, or both, to a new general partner.