Legal Question in Business Law in California

The statute-of-limitations laws wouldn't use the term "debt" specifically, but more likely than not there would be an applicable statute of limitations such as Code of Civil Procedure (CCP) section 337 providing that an action on a written contract shall be brought within four years of any due date, or CCP 339, providing a two-year limitation for suits based on an oral contract.

In the case of a partnership that has incorporated and incurred debt after incorporating, but the creditors still reasonably believed they were extending credit to the partnership (and hence that the partners stood behind the indebtedness), the situation may be governed by Corporations Code section 1158(e). This section relieves the former partner of potential liability for corporate debts incurred more than 90 days after the partnership converted to a corporation. I would advise looking up 1158(e) (on line?) and reading it carefully to see whether it fits your situation.

Also note Corporation Code section 1158(f) which describes how the 90-day liability period can be eliminated by giving notice to the creditors.