CHAPTER 5. Uniform Partnership Act of 1994 [16100. - 16962.]

Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2.

§§ 16100–16962 · 85 sections

1. 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…
2. 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…
3. 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…
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…
5. 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…
6. 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…
7. 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…
8. 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…
9. 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.
10. 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…