TITLE 2. PARTNERSHIPS [15800. - 16962.]
Title 2 added by Stats. 1949, Ch. 383.
§§ 15800–16962 · 211 sections
CHAPTER 4. Process Agents for Certain Foreign Corporations § 15800 · 1 section
- § 15800 (a) Every partnership, other than a foreign limited partnership, subject to Chapter 4.5 (commencing with Section 15900), or a commercial or banking partnership…
CHAPTER 4.5. Uniform Limited Partnership Act of 2008 §§ 15900–15912.07 · 125 sections
ARTICLE 1. General Provisions §§ 15900–15901.17 · 17 sections
- § 15900 This chapter may be cited as the Uniform Limited Partnership Act of 2008.
- § 15901.02 In this chapter, the following terms have the following meanings: (a) “Acknowledged” means that an instrument is either of the following: (1) Formally…
- § 15901.03 (a) A person knows a fact if the person has actual knowledge of it. (b) A person has notice of a fact if the person: (1) knows of it; (2) has received a…
- § 15901.04 (a) A limited partnership is an entity distinct from its partners. (b) A limited partnership may be organized under this chapter for any lawful purpose. A…
- § 15901.05 A limited partnership has the powers to do all things necessary or convenient to carry on its activities, including the power to sue, be sued, and defend in…
- § 15901.06 The law of this state governs relations among the partners of a limited partnership and between the partners and the limited partnership and the liability of…
- § 15901.07 (a) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. (b) If an obligation to pay interest…
- § 15901.08 (a) The name of a limited partnership may contain the name of any partner. (b) The name of a limited partnership shall contain the phrase “limited partnership”…
- § 15901.09 (a) The exclusive right to the use of a name that complies with Section 15901.08 may be reserved by: (1) a person intending to organize a limited partnership…
- § 15901.10 (a) Except as otherwise provided in subdivision (b), the partnership agreement governs relations among the partners and between the partners and the…
- § 15901.11 A limited partnership shall maintain at its principal office the following information: (a) A current list showing the full name and last known street and…
- § 15901.12 A partner may lend money to and transact other business with the limited partnership and has the same rights and obligations with respect to the loan or other…
- § 15901.13 A person may be both a general partner and a limited partner. A person that is both a general and limited partner has the rights, powers, duties, and…
- § 15901.14 (a) A limited partnership shall designate and continuously maintain in this state: (1) an office, which need not be a place of its activity in this state; and…
- § 15901.15 Action requiring the consent of partners under this chapter may be taken without a meeting, and a partner may appoint a proxy to consent or otherwise act for…
- § 15901.16 (a) In addition to Chapter 4 (commencing with Section 413.10) of Title 5 of Part 2 of the Code of Civil Procedure, process may be served upon limited…
- § 15901.17 (a) A partner may, in a written partnership agreement or other writing, consent to be subject to the nonexclusive jurisdiction of the courts of a specified…
ARTICLE 2. Formation; Certificate of Limited Partnership and Other Filings §§ 15902.01–15902.09 · 9 sections
- § 15902.01 (a) In order for a limited partnership to be formed, a certificate of limited partnership must be filed with and on a form prescribed by the Secretary of State…
- § 15902.02 (a) In order to amend its certificate of limited partnership, a limited partnership must deliver to and on a form prescribed by the Secretary of State for…
- § 15902.03 A dissolved limited partnership that has completed winding up shall deliver to and on a form prescribed by the Secretary of State for filing a certificate of…
- § 15902.04 (a) Each record delivered to the Secretary of State for filing pursuant to this chapter must be signed in the following manner: (1) An initial certificate of…
- § 15902.05 (a) If a person required by this chapter to sign a record or deliver a record to the Secretary of State for filing does not do so, any other person that is…
- § 15902.06 (a) A record authorized or required to be delivered to the Secretary of State for filing under this chapter must be completed on a form prescribed by and in a…
- § 15902.07 (a) A limited partnership or foreign limited partnership may deliver to and on a form prescribed by the Secretary of State for filing a certificate of…
- § 15902.08 (a) If a record delivered to the Secretary of State for filing under this chapter and filed by the Secretary of State contains false information, a person that…
- § 15902.09 (a) A domestic limited partnership whose certificate of limited partnership has been canceled pursuant to Section 15902.03 may be revived by filing with, and…
ARTICLE 3. Limited Partners §§ 15903.01–15903.07 · 7 sections
- § 15903.01 A person becomes a limited partner: (a) as provided in the partnership agreement; (b) as the result of a conversion or merger under Article 11 (commencing with…
- § 15903.02 A limited partner does not have the right or the power as a limited partner to act for or bind the limited partnership.
- § 15903.03 (a) A limited partner is not liable for any obligation of a limited partnership unless named as a general partner in the certificate or, in addition to…
- § 15903.04 (a) On 10 days’ demand, made in a record received by the limited partnership, a limited partner may inspect and copy any information required to be maintained…
- § 15903.05 (a) A limited partner does not have any fiduciary duty to the limited partnership or to any other partner solely by reason of being a limited partner. (b) A…
- § 15903.06 (a) Except as otherwise provided in subdivision (b), a person that makes an investment in a business enterprise and erroneously but in good faith believes that…
- § 15903.07 (a) The partnership agreement may provide for the creation of classes of limited partners. The partnership agreement shall define the rights, powers, and…
ARTICLE 4. General Partners §§ 15904.01–15904.09 · 9 sections
- § 15904.01 A person becomes a general partner: (a) as provided in the partnership agreement: (b) under paragraph (2) of subdivision (c) of Section 15908.01 following the…
- § 15904.02 (a) Each general partner is an agent of the limited partnership for the purposes of its activities. An act of a general partner, including the signing of a…
- § 15904.03 (a) A limited partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other…
- § 15904.04 (a) Except as otherwise provided in subdivision (b), all general partners are liable jointly and severally for all obligations of the limited partnership…
- § 15904.05 (a) To the extent not inconsistent with Section 15904.04, a general partner may be joined in an action against the limited partnership or named in a separate…
- § 15904.06 (a) Each general partner has equal rights in the management and conduct of the limited partnership’s activities. Except as expressly provided in this chapter,…
- § 15904.07 (a) A general partner, without having any particular purpose for seeking the information, may inspect and copy during regular business hours: (1) in the…
- § 15904.08 (a) The fiduciary duties that a general partner owes to the limited partnership and the other partners are the duties of loyalty and care under subdivisions…
- § 15904.09 (a) A partnership agreement may provide for the creation of classes of general partners. The partnership agreement shall define the rights, powers, and duties…
ARTICLE 5. Contributions and Distributions §§ 15905.01–15905.09 · 10 sections
- § 15905.01 A contribution of a partner may consist of tangible or intangible property or other benefit to the limited partnership, including money, services performed,…
- § 15905.02 (a) A partner’s obligation to contribute money or other property or other benefit to, or to perform services for, a limited partnership is not excused by the…
- § 15905.03 A distribution by a limited partnership must be shared among the partners on the basis of the value, as stated in the required records when the limited…
- § 15905.035 The profits and losses of a limited partnership shall be allocated among the partners in the manner provided in the partnership agreement. If the partnership…
- § 15905.04 A partner does not have a right to any distribution before the dissolution and winding up of the limited partnership unless the limited partnership decides to…
- § 15905.05 A person does not have a right to receive a distribution on account of dissociation.
- § 15905.06 A partner does not have a right to demand or receive any distribution from a limited partnership in any form other than cash. Subject to subdivision (b) of…
- § 15905.07 When a partner or transferee becomes entitled to receive a distribution, the partner or transferee has the status of, and is entitled to all remedies available…
- § 15905.08 (a) A limited partnership may not make a distribution in violation of the partnership agreement. (b) A limited partnership may not make a distribution if after…
- § 15905.09 (a) A general partner that consents to a distribution made in violation of Section 15905.08 is personally liable to the limited partnership for the amount of…
ARTICLE 6. Dissociation §§ 15906.01–15906.07 · 7 sections
- § 15906.01 (a) A person does not have a right to dissociate as a limited partner before the termination of the limited partnership. (b) A person is dissociated from a…
- § 15906.02 (a) Upon a person’s dissociation as a limited partner: (1) subject to Section 15907.04, the person does not have further rights as a limited partner; (2) the…
- § 15906.03 A person is dissociated from a limited partnership as a general partner upon the occurrence of any of the following events: (a) the limited partnership’s…
- § 15906.04 (a) A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by express will pursuant to subdivision (a) of Section…
- § 15906.05 (a) Upon a person’s dissociation as a general partner all of the following apply: (1) The person’s right to participate as a general partner in the management…
- § 15906.06 (a) After a person is dissociated as a general partner and before the limited partnership is dissolved, converted under Article 11 (commencing with Section…
- § 15906.07 (a) A person’s dissociation as a general partner does not of itself discharge the person’s liability as a general partner for an obligation of the limited…
ARTICLE 7. Transferable Interests and Rights of Transferees and Creditors §§ 15907.01–15907.04 · 4 sections
- § 15907.01 The only interest of a partner which is transferable is the partner’s transferable interest. A transferable interest is personal property.
- § 15907.02 (a) A transfer, in whole or in part, of a partner’s transferable interest: (1) is permissible; (2) does not by itself cause the partner’s dissociation or a…
- § 15907.03 (a) On application to a court of competent jurisdiction by any judgment creditor of a partner or transferee, the court may charge the transferable interest of…
- § 15907.04 If a partner dies, the deceased partner’s personal representative or other legal representative may exercise the rights of a transferee as provided in Section…
ARTICLE 8. Dissolution §§ 15908.01–15908.09 · 9 sections
- § 15908.01 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…
- § 15908.02 (a) On application by a partner, a court of competent jurisdiction may order dissolution of a limited partnership if it is not reasonably practicable to carry…
- § 15908.03 (a) A limited partnership continues after dissolution only for the purpose of winding up its activities. (b) In winding up its activities, the limited…
- § 15908.04 (a) A limited partnership is bound by a general partner’s act after dissolution which: (1) is appropriate for winding up the limited partnership’s activities;…
- § 15908.05 (a) If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under subdivision (a) of Section 15908.04 by…
- § 15908.06 (a) A dissolved limited partnership may dispose of the known claims against it by following the procedure described in subdivision (b). (b) A dissolved limited…
- § 15908.07 (a) A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the limited partnership to present them in…
- § 15908.08 If a claim against a dissolved limited partnership is barred under Section 15908.06 or 15908.07, any corresponding claim under Section 15904.04 is also barred.
- § 15908.09 (a) In winding up a limited partnership’s activities, the assets of the limited partnership, including the contributions required by this section, must be…
ARTICLE 9. Foreign Limited Partnership §§ 15909.01–15909.08 · 8 sections
- § 15909.01 (a) The laws of the state or other jurisdiction under which a foreign limited partnership is organized govern relations among the partners of the foreign…
- § 15909.02 (a) A foreign limited partnership may apply for a certificate of registration to transact business in this state by delivering an application signed and…
- § 15909.03 (a) Activities of a foreign limited partnership that do not constitute transacting business in this state for registration purposes within the meaning of this…
- § 15909.04 Unless the Secretary of State determines that an application for a certificate of registration does not comply with the filing requirements of this chapter,…
- § 15909.05 (a) A foreign limited partnership whose name does not comply with Section 15901.08 may not obtain a certificate of registration until it adopts, for the…
- § 15909.06 If any statement in the application for registration of a foreign limited partnership was false when made or any statements made have become erroneous, the…
- § 15909.07 (a) In order to cancel its certificate of registration to transact business in this state, a foreign limited partnership must deliver to and on a form…
- § 15909.08 The Attorney General may maintain an action to restrain a foreign limited partnership from transacting business in this state in violation of this article.
ARTICLE 10. Actions by Partners §§ 15910.01–15910.06 · 6 sections
- § 15910.01 (a) Subject to subdivision (b), a partner may maintain a direct action against the limited partnership or another partner for legal or equitable relief, with…
- § 15910.02 A partner may bring a derivative action to enforce a right of a limited partnership if: (1) the partner first makes a demand on the general partners,…
- § 15910.03 (a) A derivative action may be maintained only by a person that is a partner at the time the action is commenced and: (1) that was a partner when the conduct…
- § 15910.04 In a derivative action, the complaint must state with particularity: (1) the date and content of plaintiff’s demand and the general partners’ response to the…
- § 15910.05 (a) Except as otherwise provided in subdivision (b): (1) any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement,…
- § 15910.06 (a) In any derivative action, at any time within 30 days after service of summons upon the limited partnership or the general partner, the limited partnership…
ARTICLE 11. Conversion and Merger §§ 15911.01–15911.19 · 19 sections
- § 15911.01 For purposes of this article, the following definitions apply: (a) “Converted entity” means the other business entity or foreign other business entity or…
- § 15911.02 (a) A limited partnership may be converted into another business entity or a foreign other business entity or a foreign limited partnership pursuant to this…
- § 15911.03 (a) A limited partnership that desires to convert to an other business entity or a foreign other business entity or a foreign limited partnership shall approve…
- § 15911.04 (a) A conversion into an other business entity or a foreign other business entity or a foreign limited partnership shall become effective upon the earliest…
- § 15911.05 (a) The conversion of a limited partnership into a foreign limited partnership or foreign other business entity shall be required to comply with Section…
- § 15911.06 (a) Upon conversion of a limited partnership, one of the following applies: (1) If the limited partnership is converting into a domestic limited liability…
- § 15911.07 (a) Whenever a limited partnership or other business entity having any real property in this state converts into a limited partnership or an other business…
- § 15911.08 (a) An other business entity or a foreign other business entity or a foreign limited partnership may be converted to a domestic limited partnership pursuant to…
- § 15911.09 (a) An entity that converts into another entity pursuant to this article is, for all purposes, other than for the purposes of Part 10 (commencing with Section…
- § 15911.10 Mergers of limited partnerships shall be governed by Sections 15911.11 to 15911.19, inclusive.
- § 15911.11 The following entities may be merged pursuant to this article: (a) Two or more limited partnerships into one limited partnership. (b) One or more limited…
- § 15911.12 (a) Each limited partnership and other business entity that desires to merge shall approve an agreement of merger. The agreement of merger shall be approved by…
- § 15911.13 Subdivision (b) of Section 15911.12 shall not apply to any transaction if the commissioner has approved the terms and conditions of the transaction and the…
- § 15911.14 (a) If the surviving entity is a limited partnership or an other business entity, other than a corporation in a merger in which a domestic corporation is a…
- § 15911.15 (a) Unless a future effective date or time is provided in a certificate of merger or the agreement of merger, if an agreement of merger is required to be filed…
- § 15911.16 (a) Upon a merger of limited partnerships or limited partnerships and other business entities pursuant to this chapter, the separate existence of the…
- § 15911.17 (a) The merger of any number of domestic limited partnerships with any number of foreign limited partnerships or foreign other business entities shall be…
- § 15911.18 Whenever a domestic or foreign limited partnership or other business entity having any real property in this state merges with another limited partnership or…
- § 15911.19 Recording of the certificate of merger in accordance with Section 15911.18 shall create, in favor of bona fide purchasers or encumbrancers for value, a…
ARTICLE 11.5. Dissenting Limited Partners’ Rights §§ 15911.20–15911.33 · 14 sections
- § 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).…
- § 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…
- § 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…
- § 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 partner pursuant…
- § 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…
- § 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…
- § 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…
- § 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…
- § 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…
- § 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…
- § 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 entitled to…
- § 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…
- § 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…
- § 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 limited partner in…
ARTICLE 12. Miscellaneous Provisions §§ 15912.01–15912.07 · 6 sections
- § 15912.01 In applying and construing this chapter, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among…
- § 15912.02 If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or…
- § 15912.03 This chapter modifies, limits, or supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Section 7001 et seq., but this…
- § 15912.04 This chapter shall become operative on January 1, 2008.
- § 15912.06 (a) Before January 1, 2010, this chapter governs only: (1) a limited partnership formed on or after January 1, 2008; and (2) except as otherwise provided in…
- § 15912.07 This chapter does not affect an action commenced, proceeding brought, or right accrued before this chapter becomes operative.
CHAPTER 5. Uniform Partnership Act of 1994 §§ 16100–16962 · 85 sections
ARTICLE 1. General Provisions §§ 16100–16114 · 15 sections
- § 16100 This chapter may be cited as the Uniform Partnership Act of 1994.
- § 16101 (a) As used in this chapter, the following terms and phrases have the following meanings: (1) “Business” includes every trade, occupation, and profession. (2)…
- § 16102 (a) A person knows a fact if the person has actual knowledge of it. (b) A person has notice of a fact if any of the following apply: (1) The person knows of…
- § 16103 (a) Except as otherwise provided in subdivision (b), relations among the partners and between the partners and the partnership are governed by the partnership…
- § 16104 (a) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. (b) If an obligation to pay interest…
- § 16105 (a) A statement may be filed in the office of the Secretary of State. A certified copy of a statement that is filed in an office in another state may be filed…
- § 16106 (a) Except as otherwise provided in subdivision (b) of this section, or Section 16958, the law of the jurisdiction in which a partnership has its principal…
- § 16107 A partnership governed by this chapter is subject to any amendment to or repeal of this chapter.
- § 16108 Except with respect to the provisions of this chapter specifically relating to registered limited liability partnerships and foreign limited liability…
- § 16109 The rights and duties of surviving partners, the legal representatives of deceased partners, the creditors of such partners, and the creditors of the…
- § 16110 If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or…
- § 16111 (a) Except as provided in Section 16955.5, before January 1, 1999, this chapter governs only a partnership formed (1) on or after the effective date of this…
- § 16112 This chapter does not affect an action or proceeding commenced or right accrued before this chapter takes effect.
- § 16113 (a) The fee for filing a statement of partnership is seventy dollars ($70). (b) Unless another fee is specified by law or the law specifies that no fee is to…
- § 16114 Unless another fee is specified by law or the law specifies that no fee is to be charged, the fee for acceptance of copies of process against a surviving…
ARTICLE 2. Nature of Partnership §§ 16201–16204 · 4 sections
- § 16201 A partnership is an entity distinct from its partners.
- § 16202 (a) Except as otherwise provided in subdivision (b), the association of two or more persons to carry on as coowners a business for profit forms a partnership,…
- § 16203 Property acquired by a partnership is property of the partnership and not of the partners individually.
- § 16204 (a) Property is partnership property if acquired in the name of either of the following: (1) The partnership. (2) One or more partners with an indication in…
ARTICLE 3. Relations of Partners to Persons Dealing with Partnership §§ 16301–16310 · 10 sections
- § 16301 Subject to the effect of a statement of partnership authority under Section 16303 both of the following apply: (1) Each partner is an agent of the partnership…
- § 16302 (a) Partnership property may be transferred as follows: (1) Subject to the effect of a statement of partnership authority under Section 16303, partnership…
- § 16303 (a) A partnership may file a statement of partnership authority, which is subject to all of the following: (1) The statement shall include all of the…
- § 16304 A partner or other person named as a partner in a filed statement of partnership authority or in a list maintained by an agent pursuant to subdivision (b) of…
- § 16305 (a) A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable…
- § 16306 (a) Except as otherwise provided in subdivisions (b) and (c), all partners are liable jointly and severally for all obligations of the partnership unless…
- § 16307 (a) A partnership may sue and be sued in the name of the partnership. (b) Except as otherwise provided in subdivision (g) of Section 16306, an action may be…
- § 16308 Except with respect to registered limited liability partnerships and foreign limited liability partnerships: (a) If a person, by words or conduct, purports to…
- § 16309 (a) The statement of partnership authority may designate an agent for service of process. The agent may be an individual residing in this state or a…
- § 16310 (a) If a partnership has designated an agent for service of process, process may be served on the partnership as provided in this section and in Chapter 4…
ARTICLE 4. Relations of Partners to Each Other and to Partnership §§ 16401–16406 · 6 sections
- § 16401 (a) Each partner is deemed to have an account that is subject to both of the following: (1) Credited with an amount equal to the money plus the value of any…
- § 16402 A partner has no right to receive, and may not be required to accept, a distribution in kind.
- § 16403 (a) A partnership shall keep its books and records, if any, in writing or in any other form capable of being converted into clearly legible tangible form, at…
- § 16404 (a) The fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care set forth in subdivisions (b)…
- § 16405 (a) A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership,…
- § 16406 (a) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion…
ARTICLE 5. Transferees and Creditors of Partner §§ 16501–16504 · 4 sections
- § 16501 A partner is not a coowner of partnership property and has no interest in partnership property that can be transferred, either voluntarily or involuntarily.
- § 16502 The only transferable interest of a partner in the partnership is the partner’s share of the profits and losses of the partnership and the partner’s right to…
- § 16503 (a) A transfer, in whole or in part, of a partner’s transferable interest in the partnership is permissible. However, a transfer does not do either of the…
- § 16504 (a) On application by a judgment creditor of a partner or of a partner’s transferee, a court having jurisdiction may charge the transferable interest of the…
ARTICLE 6. Partner’s Dissociation §§ 16601–16603 · 3 sections
- § 16601 A partner is dissociated from a partnership upon the occurrence of any of the following events: (1) The partnership’s having notice of the partner’s express…
- § 16602 (a) A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to paragraph (1) of Section 16601. (b) A partner’s…
- § 16603 Upon a partner’s dissociation, all of the following apply: (1) The partner’s right to participate in the management and conduct of the partnership business…
ARTICLE 7. Partner’s Dissociation When Business Not Wound Up §§ 16701–16705 · 6 sections
- § 16701 Except as provided in Section 16701.5, all of the following shall apply: (a) If a partner is dissociated from a partnership, the partnership shall cause the…
- § 16701.5 (a) Section 16701 shall not apply to any dissociation that occurs within 90 days prior to a dissolution under Section 16801. (b) For dissociations occurring…
- § 16702 (a) For two years after a partner dissociates, the partnership, including a surviving partnership under Article 9 (commencing with Section 16901), is bound by…
- § 16703 (a) A partner’s dissociation does not of itself discharge the partner’s liability for a partnership obligation incurred before dissociation. A dissociated…
- § 16704 (a) A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership as filed with the Secretary of State, any…
- § 16705 Continued use of a partnership name, or a dissociated partner’s name as part thereof, by partners continuing the business does not of itself make the…
ARTICLE 8. Winding Up Partnership Business §§ 16801–16807 · 7 sections
- § 16801 A partnership is dissolved, and its business shall be wound up, only upon the occurrence of any of the following events: (1) In a partnership at will, by the…
- § 16802 (a) Subject to subdivision (b), a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when…
- § 16803 (a) After dissolution, a partner who has not dissociated may participate in winding up the partnership’s business, but on application of any partner, partner’s…
- § 16804 Subject to Section 16805, a partnership is bound by a partner’s act after dissolution that is either of the following: (1) Appropriate for winding up the…
- § 16805 (a) After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership as filed with the…
- § 16806 (a) Except as otherwise provided in subdivision (b) and except for registered limited liability partnerships and foreign limited liability partnerships, after…
- § 16807 (a) In winding up a partnership’s business, the assets of the partnership, including the contributions of the partners required by this section, shall be…
ARTICLE 9. Conversions and Mergers §§ 16901–16917 · 18 sections
- § 16901 In this article, the following terms have the following meanings: (1) “Constituent other business entity” means any other business entity that is merged with…
- § 16902 (a) A partnership, other than a registered limited liability partnership, may be converted into a domestic other business entity or a foreign other business…
- § 16903 (a) A partnership that desires to convert to a domestic or foreign other business entity shall approve a plan of conversion. The plan of conversion shall state…
- § 16904 (a) A conversion into a domestic other business entity shall become effective upon the earliest date that all of the following shall have occurred: (1) The…
- § 16905 (a) The conversion of a partnership into a foreign other business entity shall comply with Section 16902. (b) If the partnership is converting into a foreign…
- § 16906 (a) If the converting partnership has filed a statement of partnership authority under Section 16303 that is effective at the time of the conversion, then upon…
- § 16907 (a) Whenever a partnership or other business entity having any real property in this state converts into a partnership or an other business entity pursuant to…
- § 16908 (a) A domestic limited partnership, limited liability company, or corporation, or a foreign other business entity may be converted to a domestic partnership…
- § 16909 (a) An entity that converts into another entity pursuant to this article is for all purposes the same entity that existed before the conversion. (b) When a…
- § 16910 (a) The following entities may be merged pursuant to this article: (1) Two or more partnerships into one partnership. (2) One or more partnerships and one or…
- § 16911 (a) Each partnership and other business entity which desires to merge shall approve an agreement of merger. The agreement of merger shall be approved by the…
- § 16912 (a) Unless a future effective date or time is provided in a certificate of merger if a certificate of merger is required to be filed under Section 16915 in…
- § 16913 (a) The merger of any number of domestic partnerships with any number of foreign partnerships or foreign other business entities shall be required to comply…
- § 16914 (a) When a merger takes effect, all of the following apply: (1) The separate existence of the disappearing partnerships and disappearing other business…
- § 16915 (a) In a merger involving a domestic partnership, in which another partnership or a foreign other business entity is a party, but in which no other domestic…
- § 16915.5 (a) Upon merger pursuant to this article, a surviving domestic or foreign partnership or other business entity shall be deemed to have assumed the liability of…
- § 16916 (a) Whenever a domestic or foreign partnership or other business entity having any real property in this state merges with another partnership or other…
- § 16917 This article is not exclusive. Partnerships, other than limited liability partnerships, may be converted or merged in any other manner provided by law.
ARTICLE 10. Limited Liability Partnerships §§ 16951–16962 · 12 sections
- § 16951 For purposes of this chapter, the only types of limited liability partnerships that shall be recognized are a registered limited liability partnership and a…
- § 16952 The name of a registered limited liability partnership shall contain the words “Registered Limited Liability Partnership” or “Limited Liability Partnership” or…
- § 16953 (a) To become a registered limited liability partnership, a partnership, other than a limited partnership, shall file with the Secretary of State a…
- § 16954 (a) The registration of a registered limited liability partnership may be amended by an amended registration executed by one or more partners authorized to…
- § 16955 (a) A domestic partnership, other than a limited partnership, may convert to a registered limited liability partnership by the vote of the partners possessing…
- § 16956 (a) At the time of registration pursuant to Section 16953, in the case of a registered limited liability partnership, and Section 16959, in the case of a…
- § 16957 (a) No distribution shall be made by a registered limited liability partnership if, after giving effect to the distribution: (1) The registered limited…
- § 16958 (a) (1) The laws of the jurisdiction under which a foreign limited liability partnership is organized shall govern its organization and internal affairs and…
- § 16959 (a) (1) Before transacting intrastate business in this state, a foreign limited liability partnership shall comply with all statutory and administrative…
- § 16960 (a) The registration of a foreign limited liability partnership may be amended by an amended registration executed by one or more partners authorized to…
- § 16961 The filing of a registration with the Secretary of State under Section 16953 or 16959 shall make it unnecessary for all purposes for the registered limited…
- § 16962 (a) Each registered limited liability partnership whose principal office is not in this state and each foreign limited liability partnership registered under…