Corporations Code — Part 4 | CORP — United States — California law | Esheria

Corporations Code

Part 4 of 13 · provisions 601–800

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Attorney General reporting Department of Justice information disclosure LLC compliance LLC formation filings LLC governance Membership interests Secretary of State Secretary of State filings Unincorporated associations acceptance location access to records accountability accounting accounting standards accredited investors accrued rights acknowledgment acquisition filings acquisition notice acquisition of control acquisition review adjourned meetings adjournment administration +2,294 more

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This section repeals the listed acts and sections, but it does not affect certain pre-1873 corporations that did not elect to continue under the Civil Code. This section repeals the acts and code sections listed in it. This section repeals the listed acts and code sections. This section repeals the listed acts and code sections. This section repeals Chapter 183 of the Statutes of 1941.

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Provisions of Corporations Code

Showing 200 of 2,411

  1. 15902.08.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 2. Formation; Certificate of Limited Partnership and Other Filings [15902.01 - 15902.09] ( Article 2 added by Stats. 2006, Ch. 495, Sec. 20. )

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    If a filed record contains false information and someone relies on it and loses money, that person may recover damages. Signing a record filed under this chapter is treated as an affirmation under penalties of perjury that the facts are true.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 2. Formation; Certificate of Limited Partnership and Other Filings [15902.01 - 15902.09] ( Article 2 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 suffers loss by reliance on the information may recover damages for the loss from: (1) a person that signed the record, or caused another to sign it on the person’s behalf, and knew the information to be false at the time the record was signed; and (2) a general partner that has notice that the information was false when the record was filed or has become false because of changed circumstances, if the general partner has notice for a reasonably sufficient time before the information is relied upon to enable the general partner to effect an amendment under Section 15902.02, file a petition pursuant to Section 15902.05, or deliver to the Secretary of State for filing a certificate of correction pursuant to Section 15902.07. (b) Signing a record authorized or required to be filed under this chapter constitutes an affirmation under the penalties of perjury that the facts stated in the record are true. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  2. 15902.09.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 2. Formation; Certificate of Limited Partnership and Other Filings [15902.01 - 15902.09] ( Article 2 added by Stats. 2006, Ch. 495, Sec. 20. )

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    A canceled domestic limited partnership may be revived by filing a certificate of revival with the Secretary of State and meeting Franchise Tax Board confirmation requirements.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 2. Formation; Certificate of Limited Partnership and Other Filings [15902.01 - 15902.09] ( Article 2 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 on a form prescribed by, the Secretary of State a certificate of revival. The certificate of revival shall be accompanied by written confirmation by the Franchise Tax Board that all of the following have occurred: (1) All of the following have been paid to the Franchise Tax Board: (A) The annual tax due under Section 17935 of the Revenue and Taxation Code. (B) All fees, penalties, and interest for each year for which the domestic limited partnership failed to pay such annual tax, including each year between the cancellation of its certificate of limited partnership and its revival. (2) All required tax returns have been filed, including returns for each taxable year between the cancellation of its certificate of limited partnership and its revival. (b) The certificate of revival shall set forth all of the following: (1) The name of the limited partnership at the time its certificate of limited partnership was canceled, and if the name is not available at the time of revival, the name under which the limited partnership is to be revived. (2) The date of filing of the original certificate of limited partnership. (3) The address of the limited partnership’s principal office. (4) The name and address of the initial agent for service of process in accordance with paragraph (1) of subdivision (d) of Section 15901.16. (5) A statement that the certificate of revival is filed by one or more general partners of the limited partnership authorized to execute and file the certificate of revival to revive the limited partnership. (6) The Secretary of State’s file number for the original limited partnership. (7) The name and address of each general partner. (8) Any other matters the general partner or partners executing the certificate of revival determine to include therein. (c) The certificate of revival should be deemed to be an amendment to the certificate of limited partnership, and the limited partnership shall not be required to take any further action to amend its certificate of limited partnership pursuant to Section 15902.02 with respect to the matter set forth in the certificate of revival. (d) Upon the filing of the certificate of revival, the limited partnership shall be revived with the same force and effect as if the certificate of limited partnership had not been canceled pursuant to Section 15902.03. The revival shall validate all contracts, acts, matters, and things made, done, and performed by the limited partnership, its partners, employees, and agents following the time its certificate of limited partnership was canceled pursuant to Section 15902.03 with the same force and effect and all intents and purposes as if the certificate of limited partnership had remained in full force and effect. This provision shall apply provided that third parties are relying on the acts of the partnership, its partners, employees, and agents. All real and personal property, and all rights and interests, that belong to a limited partnership at the time its certificate of limited partnership was canceled pursuant to Section 15902.03 or that were acquired by the limited partnership following the cancellation of the certificate of limited partnership, that were not disposed of before the time of its revival, shall be vested in the limited partnership after its revival as fully as if they were held by the limited partnership at, and during the time after, as the case may be, the time the certificate of limited partnership was canceled. After its revival, the limited partnership and its partners shall have all of the same liability for contracts, acts, matters, and things made, done, or performed in the limited partnership’s name and on behalf of its partners, employees, and agents, as the limited partnership and its partners would have had if the limited partnership’s certificate of limited partnership had at all times remained in full force and effect. (e) The amendments made to this section by the act adding this subdivision shall apply to written confirmations made by the Franchise Tax Board on or after January 1, 2010. (Amended by Stats. 2022, Ch. 617, Sec. 90. (SB 1202) Effective January 1, 2023.)
  3. 15903.01.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 3. Limited Partners [15903.01 - 15903.07] ( Article 3 added by Stats. 2006, Ch. 495, Sec. 20. )

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    A person becomes a limited partner only as the partnership agreement provides, through a conversion or merger under Article 11, or with the consent of all partners.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 3. Limited Partners [15903.01 - 15903.07] ( Article 3 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 Section 15911.01); or (c) with the consent of all the partners. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  4. 15903.02.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 3. Limited Partners [15903.01 - 15903.07] ( Article 3 added by Stats. 2006, Ch. 495, Sec. 20. )

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    A limited partner may not act for or bind the limited partnership as a limited partner.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 3. Limited Partners [15903.01 - 15903.07] ( Article 3 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  5. 15903.03.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 3. Limited Partners [15903.01 - 15903.07] ( Article 3 added by Stats. 2006, Ch. 495, Sec. 20. )

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    A limited partner is generally not liable for partnership obligations unless named as a general partner or they take part in controlling the business.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 3. Limited Partners [15903.01 - 15903.07] ( Article 3 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 exercising the rights and powers of a limited partner, the limited partner participates in the control of the business. If a limited partner participates in the control of the business without being named as a general partner, that partner may be held liable as a general partner only to persons who transact business with the limited partnership with actual knowledge of that partner’s participation in control and with a reasonable belief, based upon the limited partner’s conduct, that the partner is a general partner at the time of the transaction. Nothing in this chapter shall be construed to affect the liability of a limited partner to third parties for the limited partner’s participation in tortious conduct. (b) A limited partner does not participate in the control of the business within the meaning of subdivision (a) solely by doing, attempting to do, or having the right or power to do, one or more of the following: (1) Being any of the following: (A) An independent contractor for, an agent or employee of, or transacting business with, the limited partnership or a general partner of the limited partnership. (B) An officer, director, or shareholder of a corporate general partner of the limited partnership. (C) A member, manager, or officer of a limited liability company that is a general partner of the limited partnership. (D) A limited partner of a partnership that is a general partner of the limited partnership. (E) A trustee, administrator, executor, custodian, or other fiduciary or beneficiary of an estate or trust that is a general partner. (F) A trustee, officer, adviser, shareholder, or beneficiary of a business trust that is a general partner. (2) Consulting with and advising a general partner with respect to the business of the limited partnership. (3) Acting as surety for the limited partnership or for a general partner, guaranteeing one or more specific debts of the limited partnership, providing collateral for the limited partnership or general partner, borrowing money from the limited partnership or a general partner, or lending money to the limited partnership or a general partner. (4) Approving or disapproving an amendment to the partnership agreement. (5) Voting on, proposing, or calling a meeting of the partners. (6) Winding up the partnership pursuant to Section 15908.03. (7) Executing and filing a certificate pursuant to Section 15902.05, a certificate of withdrawal pursuant to paragraph (4) of subdivision (a) of Section 15902.04, or a certificate of cancellation of the certificate of limited partnership pursuant to paragraph (6) of subdivision (a) of Section 15902.04. (8) Serving on an audit committee or committee performing the functions of an audit committee. (9) Serving on a committee of the limited partnership or the limited partners for the purpose of approving actions of the general partner. (10) Calling, requesting, attending, or participating at any meeting of the partners or the limited partners. (11) Taking any action required or permitted by law to bring, pursue, settle, or terminate a derivative action on behalf of the limited partnership. (12) Serving on the board of directors or a committee of, consulting with or advising, being or acting as an officer, director, stockholder, partner, member, manager, agent, or employee of, or being or acting as a fiduciary for, any person in which the limited partnership has an interest. (13) Exercising any right or power permitted to limited partners under this chapter and not specifically enumerated in this subdivision. (c) The enumeration in subdivision (b) does not mean that any other conduct or the possession or exercise of any other power by a limited partner constitutes participation by the limited partner in the control of the business of the limited partnership. (Amended by Stats. 2007, Ch. 130, Sec. 43. Effective January 1, 2008.)
  6. 15903.04.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 3. Limited Partners [15903.01 - 15903.07] ( Article 3 added by Stats. 2006, Ch. 495, Sec. 20. )

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    This section gives limited partners inspection and copying rights for partnership information, and lets the partnership withhold or restrict some information in specified cases.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 3. Limited Partners [15903.01 - 15903.07] ( Article 3 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 pursuant to Section 15901.11 during regular business hours in the limited partnership’s principal office. The limited partner need not have any particular purpose for seeking the information. (b) Subject to subdivision (g), during regular business hours and at a reasonable location specified by the limited partnership, a limited partner may obtain from the limited partnership, which may be transmitted via electronic transmission, and inspect and copy true and full information regarding the state of the activities and financial condition of the limited partnership and other information regarding the activities of the limited partnership as is just and reasonable if: (1) the limited partner seeks the information for a purpose reasonably related to the partner’s interest as a limited partner; (2) the limited partner makes a demand in a record received by the limited partnership, describing with reasonable particularity the information sought and the purpose for seeking the information; and (3) the information sought is directly connected to the limited partner’s purpose. (c) Within 10 days after receiving a demand pursuant to subdivision (b), the limited partnership in a record shall inform the limited partner that made the demand: (1) what information the limited partnership will provide in response to the demand; (2) when and where the limited partnership will provide the information; and (3) if the limited partnership declines to provide any demanded information, the limited partnership’s reasons for declining. (d) Subject to subdivision (f), a person dissociated as a limited partner may inspect and copy required information during regular business hours in the limited partnership’s principal office if: (1) the information pertains to the period during which the person was a limited partner; (2) the person seeks the information in good faith; and (3) the person meets the requirements of subdivision (b). (e) The limited partnership shall respond to a demand made pursuant to subdivision (d) in the same manner as provided in subdivision (c). (f) If a limited partner dies, Section 15907.04 applies. (g) The limited partnership shall have the right to keep confidential from limited partners for such period of time as the limited partnership deems reasonable, any information which the limited partnership reasonably believes to be in the nature of trade secrets or other information the disclosure of which the limited partnership in good faith believes is not in the best interest of the limited partnership or could damage the limited partnership or its business or which the limited partnership is required by law or by agreement with a third party to keep confidential. (h) The limited partnership may impose reasonable restrictions on the use of information obtained under this section. In a dispute concerning the reasonableness of a restriction under this subdivision, the limited partnership has the burden of proving reasonableness. (i) A limited partnership may charge a person that makes a demand under this section reasonable costs of copying, limited to the costs of labor and material. (j) Whenever this chapter or a partnership agreement provides for a limited partner to give or withhold consent to a matter, before the consent is given or withheld, the limited partnership shall, without demand, provide the limited partner with all information material to the limited partner’s decision that the limited partnership knows. (k) A limited partner or person dissociated as a limited partner may exercise the rights under this section through an attorney or other agent. Any restriction imposed under subdivision (g), subdivision (h) or by the partnership agreement applies both to the attorney or other agent and to the limited partner or person dissociated as a limited partner. (l) The rights stated in this section do not extend to a person as transferee, but may be exercised by the legal representative of an individual under legal disability who is a limited partner or person dissociated as a limited partner. (Amended by Stats. 2022, Ch. 617, Sec. 91. (SB 1202) Effective January 1, 2023.)
  7. 15903.05.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 3. Limited Partners [15903.01 - 15903.07] ( Article 3 added by Stats. 2006, Ch. 495, Sec. 20. )

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    A limited partner has no fiduciary duty solely because of being a limited partner, but must act consistently with good faith and fair dealing when carrying out duties and exercising rights.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 3. Limited Partners [15903.01 - 15903.07] ( Article 3 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 limited partner shall discharge the duties to the partnership and the other partners under this chapter or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing. (c) A limited partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the limited partner’s conduct furthers the limited partner’s own interest. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  8. 15903.06.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 3. Limited Partners [15903.01 - 15903.07] ( Article 3 added by Stats. 2006, Ch. 495, Sec. 20. )

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    A mistaken would-be limited partner can avoid liability if, after discovering the mistake, they file the needed correction or withdraw; they may also withdraw even if that would breach an agreement in one situation.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 3. Limited Partners [15903.01 - 15903.07] ( Article 3 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 the person has become a limited partner in the enterprise is not liable for the enterprise’s obligations by reason of making the investment, receiving distributions from the enterprise, or exercising any rights of or appropriate to a limited partner, if, on ascertaining the mistake, the person: (1) causes an appropriate certificate of limited partnership, amendment, or certificate of correction to be signed and delivered to the Secretary of State for filing; or (2) withdraws from future participation as an owner in the enterprise by signing and delivering to and on a form prescribed by the Secretary of State for filing a certificate of withdrawal containing the name of the limited partnership and the Secretary of State’s file number of the limited partnership under this section. (b) A person that makes an investment described in subdivision (a) is liable to the same extent as a general partner to any third party that enters into a transaction with the enterprise, believing in good faith that the person is a general partner, before the Secretary of State files a certificate of withdrawal, certificate of limited partnership, amendment, or certificate of correction to show that the person is not a general partner. (c) If a person makes a diligent effort in good faith to comply with paragraph (1) of subdivision (a) and is unable to cause the appropriate certificate of limited partnership, amendment, or certificate of correction to be signed and delivered to the Secretary of State for filing, the person has the right to withdraw from the enterprise pursuant to paragraph (2) of subdivision (a) even if the withdrawal would otherwise breach an agreement with others that are or have agreed to become co-owners of the enterprise. (Amended by Stats. 2014, Ch. 834, Sec. 26. (SB 1041) Effective January 1, 2015.)
  9. 15903.07.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 3. Limited Partners [15903.01 - 15903.07] ( Article 3 added by Stats. 2006, Ch. 495, Sec. 20. )

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    A partnership agreement may create classes of limited partners, define their rights, powers, and duties, and give some classes separate voting rights.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 3. Limited Partners [15903.01 - 15903.07] ( Article 3 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 duties of those classes, including rights, powers, and duties senior to other classes of limited partners. (b) The partnership agreement may provide to all or certain specified classes of limited partners the right to vote separately or with all or any class or the general partners on any matter. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  10. 15904.01.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 4. General Partners [15904.01 - 15904.09] ( Article 4 added by Stats. 2006, Ch. 495, Sec. 20. )

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    A person becomes a general partner only in the ways listed in this section.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 4. General Partners [15904.01 - 15904.09] ( Article 4 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 dissociation of a limited partnership’s last general partner; (c) as the result of a conversion or merger under Article 11 (commencing with Section 15911.01); or (d) with the consent of all the partners. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  11. 15904.02.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 4. General Partners [15904.01 - 15904.09] ( Article 4 added by Stats. 2006, Ch. 495, Sec. 20. )

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    General partners act as agents of the limited partnership, and their ordinary-course acts can bind the partnership unless authority is lacking and the other party knew or was notified of that lack.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 4. General Partners [15904.01 - 15904.09] ( Article 4 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 record in the partnership’s name, for apparently carrying on in the ordinary course the limited partnership’s activities or activities of the kind carried on by the limited partnership binds the limited partnership, unless the general partner did not have authority to act for the limited partnership in the particular matter and the person with which the general partner was dealing knew, had received a notification, or had notice under subdivision (d) of Section 15901.03 that the general partner lacked authority. (b) An act of a general partner which is not apparently for carrying on in the ordinary course the limited partnership’s activities or activities of the kind carried on by the limited partnership binds the limited partnership only if the act was actually authorized by all the other partners. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  12. 15904.03.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 4. General Partners [15904.01 - 15904.09] ( Article 4 added by Stats. 2006, Ch. 495, Sec. 20. )

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    A limited partnership is liable for harm, penalties, or losses caused by a general partner acting within the partnership’s ordinary activities or authority, including misapplied money or property received in those activities.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 4. General Partners [15904.01 - 15904.09] ( Article 4 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 actionable conduct, of a general partner acting in the ordinary course of activities of the limited partnership or with authority of the limited partnership. (b) If, in the course of the limited partnership’s activities or while acting with authority of the limited partnership, a general partner receives or causes the limited partnership to receive money or property of a person not a partner, and the money or property is misapplied by a general partner, the limited partnership is liable for the loss. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  13. 15904.04.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 4. General Partners [15904.01 - 15904.09] ( Article 4 added by Stats. 2006, Ch. 495, Sec. 20. )

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    General partners are generally jointly and severally liable for limited partnership obligations, but a new general partner is not personally liable for obligations incurred before becoming a general partner.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 4. General Partners [15904.01 - 15904.09] ( Article 4 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 unless otherwise agreed by the claimant or provided by law. (b) A person that becomes a general partner of an existing limited partnership is not personally liable for an obligation of a limited partnership incurred before the person became a general partner. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  14. 15904.05.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 4. General Partners [15904.01 - 15904.09] ( Article 4 added by Stats. 2006, Ch. 495, Sec. 20. )

    Verify source ↗

    A general partner may be joined in an action against the limited partnership, but a judgment against the partnership does not automatically reach the general partner’s assets.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 4. General Partners [15904.01 - 15904.09] ( Article 4 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 action. (b) A judgment against a limited partnership is not by itself a judgment against a general partner. A judgment against a limited partnership may not be satisfied from a general partner’s assets unless there is also a judgment against the general partner. (c) A judgment creditor of a general partner may not levy execution against the assets of the general partner to satisfy a judgment based on a claim against the limited partnership, unless the partner is personally liable for the claim under Section 15904.04 and: (1) a judgment based on the same claim has been obtained against the limited partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part; (2) the limited partnership is a debtor in bankruptcy; (3) the general partner has agreed that the creditor need not exhaust limited partnership assets; (4) a court grants permission to the judgment creditor to levy execution against the assets of a general partner based on a finding that limited partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of limited partnership assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court’s equitable powers; or (5) liability is imposed on the general partner by law or contract independent of the existence of the limited partnership. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  15. 15904.06.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 4. General Partners [15904.01 - 15904.09] ( Article 4 added by Stats. 2006, Ch. 495, Sec. 20. )

    Verify source ↗

    General partners share equal management rights, and many major decisions require partner consent. The limited partnership must reimburse and indemnify general partners in specified situations, and a general partner is not entitled to remuneration for partnership services.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 4. General Partners [15904.01 - 15904.09] ( Article 4 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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, any matter relating to the activities of the limited partnership may be exclusively decided by the general partner or, if there is more than one general partner, by a majority of the general partners. (b) The consent of each partner is necessary to: (1) amend the partnership agreement; and (2) sell, lease, exchange, or otherwise dispose of all, or substantially all, of the limited partnership’s property, with or without the good will, other than in the usual and regular course of the limited partnership’s activities. (c) A limited partnership shall reimburse a general partner for payments made and indemnify a general partner for liabilities incurred by the general partner in the ordinary course of the activities of the partnership or for the preservation of its activities or property. (d) A limited partnership shall reimburse a general partner for an advance to the limited partnership beyond the amount of capital the general partner agreed to contribute. (e) A payment or advance made by a general partner which gives rise to an obligation of the limited partnership under subdivision (c) or (d) constitutes a loan to the limited partnership which accrues interest from the date of the payment or advance. (f) A general partner is not entitled to remuneration for services performed for the partnership. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  16. 15904.07.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 4. General Partners [15904.01 - 15904.09] ( Article 4 added by Stats. 2006, Ch. 495, Sec. 20. )

    Verify source ↗

    General partners may inspect and copy certain partnership records, and dissociated general partners may access those records on demand if specific conditions are met.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 4. General Partners [15904.01 - 15904.09] ( Article 4 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 limited partnership’s principal office, required information; and (2) at a reasonable location specified by the limited partnership, any other records maintained by the limited partnership regarding the limited partnership’s activities and financial condition. (b) Each general partner and the limited partnership shall furnish to a general partner which may be transmitted via electronic transmission: (1) without demand, any information concerning the limited partnership’s activities and activities reasonably required for the proper exercise of the general partner’s rights and duties under the partnership agreement or this chapter; and (2) on demand, any other information concerning the limited partnership’s activities, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances. (c) Subject to subdivision (e), on 10 days’ demand made in a record received by the limited partnership, a person dissociated as a general partner may have access to the information and records described in subdivision (a) at the location specified in subdivision (a) if: (1) the information or record pertains to the period during which the person was a general partner; (2) the person seeks the information or record in good faith; and (3) the person satisfies the requirements imposed on a limited partner by subdivision (b) of Section 15903.04. (d) The limited partnership shall respond to a demand made pursuant to subdivision (c) in the same manner as provided in subdivision (c) of Section 15903.04. (e) If a general partner dies, Section 15907.04 applies. (f) The limited partnership may impose reasonable restrictions on the use of information under this section. In any dispute concerning the reasonableness of a restriction under this subdivision, the limited partnership has the burden of proving reasonableness. (g) A limited partnership may charge a person dissociated as a general partner that makes a demand under this section reasonable costs of copying, limited to the costs of labor and material. (h) A general partner or person dissociated as a general partner may exercise the rights under this section through an attorney or other agent. Any restriction imposed under subdivision (f) or by the partnership agreement applies both to the attorney or other agent and to the general partner or person dissociated as a general partner. (i) The rights under this section do not extend to a person as transferee, but the rights under subdivision (c) of a person dissociated as a general partner may be exercised by the legal representative of an individual who dissociated as a general partner under paragraph (2) or (3) of subdivision (g) of Section 15906.03. (Amended by Stats. 2022, Ch. 617, Sec. 92. (SB 1202) Effective January 1, 2023.)
  17. 15904.08.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 4. General Partners [15904.01 - 15904.09] ( Article 4 added by Stats. 2006, Ch. 495, Sec. 20. )

    Verify source ↗

    A general partner must act in good faith, owe duties of loyalty and care, avoid conflicts and competition with the partnership, and not engage in grossly negligent, reckless, intentional, or unlawful conduct.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 4. General Partners [15904.01 - 15904.09] ( Article 4 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 (b) and (c). (b) A general partner’s duty of loyalty to the limited partnership and the other partners is limited to the following: (1) to account to the limited partnership and hold as trustee for it any property, profit, or benefit derived by the general partner in the conduct and winding up of the limited partnership’s activities or derived from a use by the general partner of limited partnership property, including the appropriation of a limited partnership opportunity; (2) to refrain from dealing with the limited partnership in the conduct or winding up of the limited partnership’s activities as or on behalf of a party having an interest adverse to the limited partnership; and (3) to refrain from competing with the limited partnership in the conduct or winding up of the limited partnership’s activities. (c) A general partner’s duty of care to the limited partnership and the other partners in the conduct and winding up of the limited partnership’s activities is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law. (d) A general partner shall discharge the duties to the partnership and the other partners under this chapter or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing. (e) A general partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the general partner’s conduct furthers the general partner’s own interest. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  18. 15904.09.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 4. General Partners [15904.01 - 15904.09] ( Article 4 added by Stats. 2006, Ch. 495, Sec. 20. )

    Verify source ↗

    A partnership agreement may create classes of general partners and may give them separate voting rights.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 4. General Partners [15904.01 - 15904.09] ( Article 4 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 of those classes including rights, powers, and duties senior to other classes of general partners. (b) The partnership agreement may provide to all or certain specified classes of general partners the right to vote separately or with all or any class of the general partners on any matters. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  19. 15905.01.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 5. Contributions and Distributions [15905.01 - 15905.09] ( Article 5 added by Stats. 2006, Ch. 495, Sec. 20. )

    Verify source ↗

    A partner’s contribution may be money, property, services, promissory notes, or other agreements to contribute cash or property.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 5. Contributions and Distributions [15905.01 - 15905.09] ( Article 5 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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, promissory notes, other agreements to contribute cash or property, and contracts for services to be performed. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  20. 15905.02.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 5. Contributions and Distributions [15905.01 - 15905.09] ( Article 5 added by Stats. 2006, Ch. 495, Sec. 20. )

    Verify source ↗

    Partners must make promised contributions to a limited partnership, and a missed nonmonetary contribution can be replaced with money equal to its stated value. A creditor who relied on the obligation may enforce it if there was no notice of compromise.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 5. Contributions and Distributions [15905.01 - 15905.09] ( Article 5 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 partner’s death, disability, or other inability to perform personally. (b) If a partner does not make a promised nonmonetary contribution, the partner is obligated at the option of the limited partnership to contribute money equal to the value of that portion, as stated in the required information, of the stated contribution which has not been made. (c) The obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all partners. A creditor of a limited partnership which extends credit or otherwise acts in reliance on an obligation described in subdivision (a), without notice of any compromise under this subdivision, may enforce the original obligation. (d) A partnership agreement may provide that the interest of a partner who fails to make any contribution or other payment that the partner is required to make will be subject to specific remedies for, or specific consequences of, the failure. A provision shall be enforceable in accordance with its terms unless the partner seeking to invalidate the provision establishes that the provision was unreasonable under the circumstances existing at the time the agreement was made. The specific remedies or consequences may include loss of voting, approval, or other rights, loss of the partner’s ability to actively participate in the management and operations of the partnership, liquidated damages, or a reduction of the defaulting partner’s economic rights. The reduction of the defaulting partner’s economic rights may include one or more of the following provisions: (1) Diluting, reducing or eliminating the defaulting partner’s proportionate interest in the partnership. (2) Subordinating the defaulting partner’s interest in the partnership to that of nondefaulting partners. (3) Permitting a forced sale of the partnership interest. (4) Permitting the lending or contribution by other partners of the amount necessary to meet the defaulting partner’s commitment. (5) Adjusting the interest rates or other rates of return, preferred, priority, or otherwise, with respect to contributions by or capital accounts of the other partners. (6) Fixing the value of the defaulting partner’s interest in the partnership by appraisal, formula and redemption, or sale of the defaulting partner’s interest in the partnership at a percentage of that value. (7) Nothing in this section shall be construed to affect the rights of third-party creditors of the partnership to seek equitable remedies nor any rights existing under the Uniform Voidable Transactions Act (Chapter 1 (commencing with Section 3439) of Title 2 of Part 2 of Division 4 of the Civil Code). (Amended by Stats. 2015, Ch. 44, Sec. 21. (SB 161) Effective January 1, 2016.)
  21. 15905.03.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 5. Contributions and Distributions [15905.01 - 15905.09] ( Article 5 added by Stats. 2006, Ch. 495, Sec. 20. )

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    A limited partnership must distribute distributions among partners based on the value of each partner’s contributions, as shown in the required records when the distribution decision is made.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 5. Contributions and Distributions [15905.01 - 15905.09] ( Article 5 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 partnership decides to make the distribution, of the contributions the limited partnership has received from each partner. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  22. 15905.035.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 5. Contributions and Distributions [15905.01 - 15905.09] ( Article 5 added by Stats. 2006, Ch. 495, Sec. 20. )

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    A limited partnership must allocate profits and losses according to its partnership agreement, or, if the agreement is silent, in the same way partners share distributions.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 5. Contributions and Distributions [15905.01 - 15905.09] ( Article 5 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 agreement does not otherwise provide, profits and losses shall be allocated in the same manner as the partners share distributions. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  23. 15905.04.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 5. Contributions and Distributions [15905.01 - 15905.09] ( Article 5 added by Stats. 2006, Ch. 495, Sec. 20. )

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    A partner has no right to distributions before dissolution and winding up, unless the limited partnership chooses to make an interim distribution.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 5. Contributions and Distributions [15905.01 - 15905.09] ( Article 5 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 make an interim distribution. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  24. 15905.05.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 5. Contributions and Distributions [15905.01 - 15905.09] ( Article 5 added by Stats. 2006, Ch. 495, Sec. 20. )

    Verify source ↗

    A person has no right to receive a distribution because of dissociation.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 5. Contributions and Distributions [15905.01 - 15905.09] ( Article 5 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 15905.05. A person does not have a right to receive a distribution on account of dissociation. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  25. 15905.06.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 5. Contributions and Distributions [15905.01 - 15905.09] ( Article 5 added by Stats. 2006, Ch. 495, Sec. 20. )

    Verify source ↗

    A partner may not demand or receive a limited partnership distribution in anything other than cash, but the partnership may distribute property in kind if each partner gets an asset percentage matching their distribution share and subdivision (b) of Section 15908.09 is satisfied.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 5. Contributions and Distributions [15905.01 - 15905.09] ( Article 5 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 Section 15908.09, a limited partnership may distribute an asset in kind to the extent each partner receives a percentage of the asset equal to the partner’s share of distributions. (Amended by Stats. 2007, Ch. 130, Sec. 44. Effective January 1, 2008.)
  26. 15905.07.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 5. Contributions and Distributions [15905.01 - 15905.09] ( Article 5 added by Stats. 2006, Ch. 495, Sec. 20. )

    Verify source ↗

    A partner or transferee who is entitled to a distribution gets creditor remedies, and the partnership may offset amounts owed against the distribution.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 5. Contributions and Distributions [15905.01 - 15905.09] ( Article 5 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 to, a creditor of the limited partnership with respect to the distribution. However, the limited partnership’s obligation to make a distribution is subject to offset for any amount owed to the limited partnership by the partner or dissociated partner on whose account the distribution is made. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  27. 15905.08.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 5. Contributions and Distributions [15905.01 - 15905.09] ( Article 5 added by Stats. 2006, Ch. 495, Sec. 20. )

    Verify source ↗

    A limited partnership cannot make distributions that violate its partnership agreement or that would leave it unable to pay debts or with insufficient assets.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 5. Contributions and Distributions [15905.01 - 15905.09] ( Article 5 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 the distribution: (1) the limited partnership would not be able to pay its debts as they become due in the ordinary course of the limited partnership’s activities; or (2) the limited partnership’s total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the limited partnership were to be dissolved, wound up, and terminated at the time of the distribution, to satisfy the preferential rights upon dissolution, winding up, and termination of partners whose preferential rights are superior to those of persons receiving the distribution. (c) A limited partnership may base a determination that a distribution is not prohibited under subdivision (b) on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances. (d) Except as otherwise provided in subdivision (g), the effect of a distribution under subdivision (b) is measured: (1) in the case of distribution by purchase, redemption, or other acquisition of a transferable interest in the limited partnership, as of the date money or other property is transferred or debt incurred by the limited partnership; and (2) in all other cases, as of the date: (A) the distribution is authorized, if the payment occurs within 120 days after that date; or (B) the payment is made, if payment occurs more than l20 days after the distribution is authorized. (e) A limited partnership’s indebtedness to a partner incurred by reason of a distribution made in accordance with this section is at parity with the limited partnership’s indebtedness to its general unsecured creditors. (f) A limited partnership’s indebtedness, including indebtedness issued in connection with or as part of a distribution, is not considered a liability for purposes of subdivision (b) if the terms of the indebtedness provide that payment of principal and interest are made only to the extent that a distribution could then be made to partners under this section. (g) If indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is made. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  28. 15905.09.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 5. Contributions and Distributions [15905.01 - 15905.09] ( Article 5 added by Stats. 2006, Ch. 495, Sec. 20. )

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    This section makes certain recipients and consenting general partners personally liable for improper distributions and gives a defendant general partner a right to seek contribution from others.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 5. Contributions and Distributions [15905.01 - 15905.09] ( Article 5 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 the distribution which exceeds the amount that could have been distributed without the violation if it is established that in consenting to the distribution the general partner failed to comply with Section 15904.08. (b) A partner or transferee that received a distribution knowing that the distribution to that partner or transferee was made in violation of Section 15905.08 is personally liable to the limited partnership but only to the extent that the distribution received by the partner or transferee exceeded the amount that could have been properly paid under Section 15905.08. (c) A general partner against which an action is commenced under subdivision (a) may: (1) implead in the action any other person that is liable under subdivision (a) and compel contribution from the person; and (2) implead in the action any person that received a distribution in violation of subdivision (b) and compel contribution from the person in the amount the person received in violation of subdivision (b). (d) An action under this section is barred if it is not commenced within four years after the distribution. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  29. 15906.01.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 6. Dissociation [15906.01 - 15906.07] ( Article 6 added by Stats. 2006, Ch. 495, Sec. 20. )

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    A person cannot dissociate as a limited partner before the limited partnership ends, but dissociation occurs automatically when one of the listed events happens.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 6. Dissociation [15906.01 - 15906.07] ( Article 6 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 limited partnership as a limited partner upon the occurrence of any of the following events: (1) the limited partnership’s having notice of the person’s express will to withdraw as a limited partner or on a later date specified by the person; (2) an event agreed to in the partnership agreement as causing the person’s dissociation as a limited partner; (3) the person’s expulsion as a limited partner pursuant to the partnership agreement; (4) the person’s expulsion as a limited partner by the unanimous consent of the other partners if: (A) it is unlawful to carry on the limited partnership’s activities with the person as a limited partner; (B) there has been a transfer of all of the person’s transferable interest in the limited partnership, other than a transfer for security purposes, or a court order charging the person’s interest, which has not been foreclosed; (C) the person is a corporation and, within 90 days after the limited partnership notifies the person that it will be expelled as a limited partner because it has filed a certificate of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, there is no revocation of the certificate of dissolution or no reinstatement of its charter or its right to conduct business; or (D) the person is a limited liability company or partnership that has been dissolved and whose business is being wound up; (5) on application by the limited partnership, the person’s expulsion as a limited partner by judicial order because: (A) the person engaged in wrongful conduct that adversely and materially affected the limited partnership’s activities; (B) the person willfully or persistently committed a material breach of the partnership agreement or of the obligation of good faith and fair dealing under subdivision (b) of Section 15903.05; or (C) the person engaged in conduct relating to the limited partnership’s activities which makes it not reasonably practicable to carry on the activities with the person as limited partner; (6) in the case of a person who is an individual, the person’s death; (7) in the case of a person that is a trust or is acting as a limited partner by virtue of being a trustee of a trust, distribution of the trust’s entire transferable interest in the limited partnership, but not merely by reason of the substitution of a successor trustee; (8) in the case of a person that is an estate or is acting as a limited partner by virtue of being a personal representative of an estate, distribution of the estate’s entire transferable interest in the limited partnership, but not merely by reason of the substitution of a successor personal representative; (9) termination of a limited partner that is not an individual, partnership, limited liability company, corporation, trust, or estate; (10) the limited partnership’s participation in a conversion or merger under Article 11 (commencing with Section 15911.01), if the limited partnership: (A) is not the converted or surviving entity; or (B) is the converted or surviving entity but, as a result of the conversion or merger, the person ceases to be a limited partner. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  30. 15906.02.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 6. Dissociation [15906.01 - 15906.07] ( Article 6 added by Stats. 2006, Ch. 495, Sec. 20. )

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    When a person dissociates as a limited partner, they lose further limited-partner rights, keep pre-dissociation good-faith obligations, and any pre-dissociation transferable interest is treated as held by a mere transferee.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 6. Dissociation [15906.01 - 15906.07] ( Article 6 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 person’s obligation of good faith and fair dealing as a limited partner under subdivision (b) of Section 15903.05 continues only as to matters arising and events occurring before the dissociation; and (3) subject to Section 15907.04 and Article 11 (commencing with Section 15911.01), any transferable interest owned by the person in the person’s capacity as a limited partner immediately before dissociation is owned by the person as a mere transferee. (b) A person’s dissociation as a limited partner does not of itself discharge the person from any obligation to the limited partnership or the other partners which the person incurred while a limited partner. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  31. 15906.03.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 6. Dissociation [15906.01 - 15906.07] ( Article 6 added by Stats. 2006, Ch. 495, Sec. 20. )

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    This section says when a person stops being a general partner of a limited partnership.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 6. Dissociation [15906.01 - 15906.07] ( Article 6 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 having notice of the person’s express will to withdraw as a general partner or on a later date specified by the person; (b) an event agreed to in the partnership agreement as causing the persons dissociation as a general partner; (c) the person’s expulsion as a general partner pursuant to the partnership agreement; (d) the person’s expulsion as a general partner by the unanimous consent of the other partners if: (1) it is unlawful to carry on the limited partnership’s activities with the person as a general partner; (2) there has been a transfer of all or substantially all of the person’s transferable interest in the limited partnership, other than a transfer for security purposes, or a court order charging the person’s interest, which has not been foreclosed; (3) the person is a corporation and, within 90 days after the limited partnership notifies the person that it will be expelled as a general partner because it has filed a certificate of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, there is no revocation of the certificate of dissolution or no reinstatement of its charter or its right to conduct business; or (4) the person is a limited liability company or partnership that has been dissolved and whose business is being wound up; (e) on application by the limited partnership, the person’s expulsion as a general partner by judicial order because: (1) the person engaged in wrongful conduct that adversely and materially affected the limited partnership activities; (2) the person willfully or persistently committed a material breach of the partnership agreement or of a duty owed to the partnership or the other partners under Section 15904.08; or (3) the person engaged in conduct relating to the limited partnership’s activities which makes it not reasonably practicable to carry on the activities of the limited partnership with the person as a general partner; (f) the person’s: (1) becoming a debtor in bankruptcy; (2) execution of an assignment for the benefit of creditors; (3) seeking, consenting to, or acquiescing in the appointment of a trustee, receiver, or liquidator of the person or of all or substantially all of the person’s property; or (4) failure, within 90 days after the appointment, to have vacated or stayed the appointment of a trustee, receiver, or liquidator of the general partner or of all or substantially all of the person’s property obtained without the person’s consent or acquiescence, or failing within 90 days after the expiration of a stay to have the appointment vacated; (g) in the case of a person who is an individual: (1) the person’s death; (2) the appointment of a guardian or general conservator for the person; or (3) a judicial determination that the person has otherwise become incapable of performing the person’s duties as a general partner under the partnership agreement; (h) in the case of a person that is a trust or is acting as a general partner by virtue of being a trustee of a trust, distribution of the trust’s entire transferable interest in the limited partnership, but not merely by reason of the substitution of a successor trustee; (i) in the case of a person that is an estate or is acting as a general partner by virtue of being a personal representative of an estate, distribution of the estate’s entire transferable interest in the limited partnership, but not merely by reason of the substitution of a successor personal representative; (j) termination of a general partner that is not an individual, partnership, limited liability company, corporation, trust, or estate; or (k) the limited partnership’s participation in a conversion or merger under Article 11 (commencing with Section 15911.01), if the limited partnership: (1) is not the converted or surviving entity; or (2) is the converted or surviving entity but, as a result of the conversion or merger, the person ceases to be a general partner. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  32. 15906.04.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 6. Dissociation [15906.01 - 15906.07] ( Article 6 added by Stats. 2006, Ch. 495, Sec. 20. )

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    A person may dissociate as a general partner at any time by express will. Dissociation is wrongful only in specified cases, and a wrongful dissociation can make the person liable for damages.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 6. Dissociation [15906.01 - 15906.07] ( Article 6 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 15906.03. (b) A person’s dissociation as a general partner is wrongful only if: (1) it is in breach of an express provision of the partnership agreement; or (2) it occurs before the termination of the limited partnership, and: (A) the person withdraws as a general partner by express will; (B) the person is expelled as a general partner by judicial determination under subdivision (e) of Section 15906.03; (C) the person is dissociated as a general partner by becoming a debtor in bankruptcy; or (D) in the case of a person that is not an individual, trust other than a business trust, or estate, the person is expelled or otherwise dissociated as a general partner because it willfully dissolved or terminated. (c) A person that wrongfully dissociates as a general partner is liable to the limited partnership and, subject to Section 15910.01, to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the general partner to the limited partnership or to the other partners. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  33. 15906.05.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 6. Dissociation [15906.01 - 15906.07] ( Article 6 added by Stats. 2006, Ch. 495, Sec. 20. )

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    When a person dissociates as a general partner, that person’s management rights end and certain duties change or stop; the person may file a certificate of dissociation, and must sign an amendment if the limited partnership asks.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 6. Dissociation [15906.01 - 15906.07] ( Article 6 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 and conduct of the partnership’s activities terminates. (2) The person’s duty of loyalty as a general partner under paragraph (3) of subdivision (b) of Section 15904.08 terminates. (3) The person’s duty of loyalty as a general partner under paragraphs (1) and (2) of subdivision (b) of Section 15904.08 and duty of care under subdivision (c) of Section 15904.08 continue only with regard to matters arising and events occurring before the person’s dissociation as a general partner. (4) The person may sign and deliver to the Secretary of State on a form prescribed by the Secretary of State for filing, containing the name of the limited partnership and the Secretary of State’s file number of the limited partnership, a certificate of dissociation pertaining to the person and, at the request of the limited partnership, shall sign an amendment to the certificate of limited partnership which states that the person has dissociated. (5) Subject to Section 15907.04 and Article 11 (commencing with Section 15911.01), any transferable interest owned by the person immediately before dissociation in the person’s capacity as a general partner is owned by the person as a mere transferee. (b) A person’s dissociation as a general partner does not of itself discharge the person from any obligation to the limited partnership or the other partners which the person incurred while a general partner. (Amended by Stats. 2014, Ch. 834, Sec. 27. (SB 1041) Effective January 1, 2015.)
  34. 15906.06.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 6. Dissociation [15906.01 - 15906.07] ( Article 6 added by Stats. 2006, Ch. 495, Sec. 20. )

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    A limited partnership is bound by a dissociated general partner’s act only if specific timing, notice, and pre-dissociation authority conditions are met. If it is bound, the dissociated person is liable for resulting damage.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 6. Dissociation [15906.01 - 15906.07] ( Article 6 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 15911.01), or merged out of existence under that article, the limited partnership is bound by an act of the person only if: (1) the act would have bound the limited partnership under Section 15904.02 before the dissociation; and (2) at the time the other party enters into the transaction: (A) less than two years have passed since the dissociation; and (B) the other party does not have notice of the dissociation and reasonably believes that the person is a general partner. (b) If a limited partnership is bound under subdivision (a), the person dissociated as a general partner which caused the limited partnership to be bound is liable: (1) to the limited partnership for any damage caused to the limited partnership arising from the obligation incurred under subdivision (a); and (2) if a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  35. 15906.07.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 6. Dissociation [15906.01 - 15906.07] ( Article 6 added by Stats. 2006, Ch. 495, Sec. 20. )

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    A person dissociated as a general partner is usually still liable for pre-dissociation obligations, but not for later obligations unless specific conditions apply; in some cases the person may be released from liability by agreement or by a creditor’s material change to payment terms.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 6. Dissociation [15906.01 - 15906.07] ( Article 6 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 partnership incurred before dissociation. Except as otherwise provided in subdivisions (b) and (c), the person is not liable for a limited partnership’s obligation incurred after dissociation. (b) A person whose dissociation as a general partner resulted in a dissolution and winding up of the limited partnership’s activities is liable to the same extent as a general partner under Section 15904.04 on an obligation incurred by the limited partnership under Section 15908.04. (c) A person that has dissociated as a general partner but whose dissociation did not result in a dissolution and winding up of the limited partnership’s activities is liable on a transaction entered into by the limited partnership after the dissociation only if: (1) a general partner would be liable on the transaction; and (2) at the time the other party enters into the transaction: (A) less than two years have passed since the dissociation; and (B) the other party does not have notice of the dissociation and reasonably believes that the person is a general partner. (d) By agreement with a creditor of a limited partnership and the limited partnership, a person dissociated as a general partner may be released from liability to the creditor for an obligation of the limited partnership. (e) A person dissociated as a general partner is released from liability for an obligation of the limited partnership if the limited partnership’s creditor, with notice of the person’s dissociation as a general partner but without the person’s consent, agrees to a material alteration in the nature or time of payment of the obligation. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  36. 15907.01.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 7. Transferable Interests and Rights of Transferees and Creditors [15907.01 - 15907.04] ( Article 7 added by Stats. 2006, Ch. 495, Sec. 20. )

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    Only a partner’s transferable interest can be transferred, and that transferable interest is personal property.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 7. Transferable Interests and Rights of Transferees and Creditors [15907.01 - 15907.04] ( Article 7 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 15907.01. The only interest of a partner which is transferable is the partner’s transferable interest. A transferable interest is personal property. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  37. 15907.02.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 7. Transferable Interests and Rights of Transferees and Creditors [15907.01 - 15907.04] ( Article 7 added by Stats. 2006, Ch. 495, Sec. 20. )

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    A partner may transfer all or part of a transferable interest, but the transfer does not give the transferee management or other partner rights. The transferee can receive distributions, and gets an account only when the partnership is dissolved and wound up.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 7. Transferable Interests and Rights of Transferees and Creditors [15907.01 - 15907.04] ( Article 7 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 dissolution and winding up of the limited partnership’s activities; and (3) does not, as against the other partners or the limited partnership, entitle the transferee to participate in the management or conduct of the limited partnership’s activities, to require access to information concerning the limited partnership’s transactions except as otherwise provided in subdivision (c), or to inspect or copy the required information or the limited partnership’s other records or to exercise any other rights or powers of a partner. (b) A transferee has a right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled. (c) A transferee is entitled to an account of the limited partnership’s transactions only upon the dissolution and winding up of the limited partnership. (d) Upon transfer, the transferor retains the rights of a partner other than the interest in distributions transferred and retains all duties and obligations of a partner. (e) A limited partnership need not give effect to a transferee’s rights under this section until the limited partnership has notice of the transfer. (f) A transfer of a partner’s transferable interest in the limited partnership in violation of a restriction on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer. (g) A transferee that becomes a partner with respect to a transferable interest is liable for the transferor’s obligations under Sections 15905.02 and 15905.09. However, the transferee is not obligated for liabilities unknown to the transferee at the time the transferee became a partner. (h) A transferee of a partnership interest, including a transferee of a general partner, may become a limited partner if and to the extent that (1) the partnership agreement provides or (2) all general partners and a majority in interest of the limited partners consent. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  38. 15907.03.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 7. Transferable Interests and Rights of Transferees and Creditors [15907.01 - 15907.04] ( Article 7 added by Stats. 2006, Ch. 495, Sec. 20. )

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    A judgment creditor can ask a court to charge a partner’s or transferee’s transferable interest to satisfy a judgment, and the court can also appoint a receiver or order foreclosure.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 7. Transferable Interests and Rights of Transferees and Creditors [15907.01 - 15907.04] ( Article 7 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 the judgment debtor with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of a transferee. The court may appoint a receiver of the share of the distributions due or to become due to the judgment debtor in respect of the limited partnership and make all other orders, directions, accounts, and inquiries the judgment debtor might have made or which the circumstances of the case may require to give effect to the charging order. (b) A charging order constitutes a lien on the judgment debtor’s transferable interest. The court may order a foreclosure upon the interest subject to the charging order at any time. The purchaser at the foreclosure sale has the rights of a transferee. (c) At any time before foreclosure, an interest charged may be redeemed: (1) by the judgment debtor; (2) with property other than limited partnership property, by one or more of the other partners; or (3) with limited partnership property, by the limited partnership with the consent of all partners whose interests are not so charged. (d) This chapter does not deprive any partner or transferee of the benefit of any exemption laws applicable to the partner’s or transferee’s transferable interest. (e) This section provides the exclusive remedy by which a judgment creditor of a partner or transferee may satisfy a judgment out of the judgment debtor’s transferable interest. (f) No creditor of a partner shall have any right to obtain possession or otherwise exercise legal or equitable remedies with respect to the property of the limited partnership. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  39. 15907.04.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 7. Transferable Interests and Rights of Transferees and Creditors [15907.01 - 15907.04] ( Article 7 added by Stats. 2006, Ch. 495, Sec. 20. )

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    If a partner dies, the partner’s personal representative or other legal representative may exercise transferee rights, and may also exercise a current limited partner’s rights for estate settlement.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 7. Transferable Interests and Rights of Transferees and Creditors [15907.01 - 15907.04] ( Article 7 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 15907.02 and, for the purposes of settling the estate, may exercise the rights of a current limited partner under Section 15903.04. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  40. 15908.01.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 8. Dissolution [15908.01 - 15908.09] ( Article 8 added by Stats. 2006, Ch. 495, Sec. 20. )

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    A limited partnership is dissolved, and its activities must be wound up, only when one of the listed events occurs, unless Section 15908.02 says otherwise.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 8. Dissolution [15908.01 - 15908.09] ( Article 8 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 the following: (a) the happening of an event specified in the partnership agreement; (b) the consent of all general partners and of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective; (c) after the dissociation of a person as a general partner: (1) if the limited partnership has at least one remaining general partner, and a consent to dissolve the limited partnership is given within 90 days after the dissociation by partners owning a majority of the rights to receive distributions as partners at the time the consent is to be effective; or (2) if the limited partnership does not have a remaining general partner, the passage of 90 days after the dissociation, unless before the end of the period: (A) consent to continue the activities of the limited partnership and admit at least one general partner is given by limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective; and (B) at least one person is admitted as a general partner in accordance with the consent; or (d) the passage of 90 days after the dissociation of the limited partnership’s last limited partner, unless before the end of the period the limited partnership admits at least one limited partner. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  41. 15908.02.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 8. Dissolution [15908.01 - 15908.09] ( Article 8 added by Stats. 2006, Ch. 495, Sec. 20. )

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    A partner may ask a court to dissolve a limited partnership if continuing the business under the partnership agreement is not reasonably practicable. The other partners may stop dissolution by buying the moving partners’ interests for cash at fair market value, subject to court-set procedures and deadlines.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 8. Dissolution [15908.01 - 15908.09] ( Article 8 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 on the activities of the limited partnership in conformity with the partnership agreement. (b) In any suit for judicial dissolution, the other partners may avoid the dissolution of the limited partnership by purchasing for cash the partnership interests owned by the partners so initiating the proceeding (the “moving parties”) at their fair market value. In fixing the value, the amount of any damages resulting if the initiation of the dissolution is a breach by any moving party or parties of an agreement with the purchasing party or parties, including, without limitation, the partnership agreement, may be deducted from the amount payable to the moving party or parties. (c) If the purchasing parties (1) elect to purchase the partnership interests owned by the moving parties, (2) are unable to agree with the moving parties upon the fair market value of the partnership interests, and (3) give bond with sufficient security to pay the estimated reasonable expenses, including attorneys’ fees, of the moving parties if the expenses are recoverable under subdivision (d), the court, upon application of the purchasing parties, either in the pending action or in a proceeding initiated in the superior court of the proper county by the purchasing parties, shall stay the winding up and dissolution proceeding and shall proceed to ascertain and fix the fair market value of the partnership interests owned by the moving parties. (d) The court shall appoint three disinterested appraisers to appraise the fair market value of the partnership interests owned by the moving parties, and shall make an order referring the matter to the appraisers so appointed for the purpose of ascertaining that value. The order shall prescribe the time and manner of producing evidence, if evidence is required. The award of the appraisers or a majority of them, when confirmed by the court, shall be final and conclusive upon all parties. The court shall enter a decree that shall provide in the alternative for winding up and dissolution of the limited partnership unless payment is made for the partnership interests within the time specified by the decree. If the purchasing parties do not make payment for the partnership interests within the time specified, judgment shall be entered against them and the surety or sureties on the bond for the amount of the expenses, including attorneys’ fees, of the moving parties. Any member aggrieved by the action of the court may appeal therefrom. (e) If the purchasing parties desire to prevent the winding up and dissolution of the limited partnership, they shall pay to the moving parties the value of their partnership interests ascertained and decreed within the time specified pursuant to this section, or, in the case of an appeal, as fixed on appeal. On receiving that payment or the tender thereof, the moving parties shall transfer their partnership interests to the purchasing parties. (f) For the purposes of this section, the valuation date shall be the date upon which the action for judicial dissolution was commenced. However, the court may, upon the hearing of a motion by any party, and for good cause shown, designate some other date as the valuation date. (Amended by Stats. 2022, Ch. 617, Sec. 93. (SB 1202) Effective January 1, 2023.)
  42. 15908.03.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 8. Dissolution [15908.01 - 15908.09] ( Article 8 added by Stats. 2006, Ch. 495, Sec. 20. )

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    After dissolution, a limited partnership may act only to wind up its affairs, and it must discharge liabilities, close activities, and distribute assets.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 8. Dissolution [15908.01 - 15908.09] ( Article 8 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 partnership: (1) may amend its certificate of limited partnership to state that the limited partnership is dissolved, preserve the limited partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, transfer the limited partnership’s property, settle disputes by mediation or arbitration, file a certificate of cancellation as provided in Section 15902.03, and perform other necessary acts; and (2) shall discharge the limited partnership’s liabilities, settle and close the limited partnership’s activities, and marshal and distribute the assets of the partnership. (c) If a dissolved limited partnership does not have a general partner, a person to wind up the dissolved limited partnership’s activities may be appointed by the consent of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective. A person appointed under this subdivision: (1) has the powers of a general partner under Section 15908.04; and (2) shall promptly amend the certificate of limited partnership to state: (A) that the limited partnership does not have a general partner; (B) the name of the person that has been appointed to wind up the limited partnership; and (C) the address of the person. (d) On the application of any partner, the appropriate court may order judicial supervision of the winding up, including the appointment of a person to wind up the dissolved limited partnership’s activities, if: (1) a limited partnership does not have a general partner and within a reasonable time following the dissolution no person has been appointed pursuant to subdivision (c); or (2) the applicant establishes other good cause. (e) Unless otherwise provided in the partnership agreement, the limited partners winding up the affairs of the partnership pursuant to this section shall be entitled to reasonable compensation. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  43. 15908.04.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 8. Dissolution [15908.01 - 15908.09] ( Article 8 added by Stats. 2006, Ch. 495, Sec. 20. )

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    After dissolution, a limited partnership can still be bound by certain acts of a general partner, and a recently dissociated general partner can also bind it in specified circumstances.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 8. Dissolution [15908.01 - 15908.09] ( Article 8 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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; or (2) would have bound the limited partnership under Section 15904.02 before dissolution, if, at the time the other party enters into the transaction, the other party does not have notice of the dissolution. (b) A person dissociated as a general partner binds a limited partnership through an act occurring after dissolution if: (1) at the time the other party enters into the transaction: (A) less than two years have passed since the dissociation; and (B) the other party does not have notice of the dissociation and reasonably believes that the person is a general partner; and (2) the act: (A) is appropriate for winding up the limited partnership’s activities; or (B) would have bound the limited partnership under Section 15904.02 before dissolution and at the time the other party enters into the transaction the other party does not have notice of the dissolution. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  44. 15908.05.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 8. Dissolution [15908.01 - 15908.09] ( Article 8 added by Stats. 2006, Ch. 495, Sec. 20. )

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    A general partner who knows of dissolution, and a dissociated general partner, can be liable if their actions cause the limited partnership to incur certain obligations.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 8. Dissolution [15908.01 - 15908.09] ( Article 8 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 an act that is not appropriate for winding up the partnership’s activities, the general partner is liable: (1) to the limited partnership for any damage caused to the limited partnership arising from the obligation; and (2) if another general partner or a person dissociated as a general partner is liable for the obligation, to that other general partner or person for any damage caused to that other general partner or person arising from the liability. (b) If a person dissociated as a general partner causes a limited partnership to incur an obligation under subdivision (b) of Section 15908.04, the person is liable: (1) to the limited partnership for any damage caused to the limited partnership arising from the obligation; and (2) if a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  45. 15908.06.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 8. Dissolution [15908.01 - 15908.09] ( Article 8 added by Stats. 2006, Ch. 495, Sec. 20. )

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    A dissolved limited partnership may use a notice procedure to deal with known claims, and the notice must include specific claim information, a mailing address, a claim deadline of at least 120 days, and a statement that late claims will be barred.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 8. Dissolution [15908.01 - 15908.09] ( Article 8 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 partnership may notify its known claimants of the dissolution in a record. The notice must: (1) specify the information required to be included in a claim; (2) provide a mailing address to which the claim is to be sent; (3) state the deadline for receipt of the claim, which may not be less than 120 days after the date the notice is received by the claimant; and (4) state that the claim will be barred if not received by the deadline. (c) A claim against a dissolved limited partnership is barred if the requirements of subdivision (b) are met and: (1) the claim is not received by the specified deadline; or (2) in the case of a claim that is timely received but rejected in writing by the dissolved limited partnership, the claimant does not commence an action to enforce the claim against the limited partnership within 90 days after the receipt of a written notice of the rejection. (d) This section does not apply to a claim based on an event occurring after the effective date of dissolution or a liability that is contingent on that date. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  46. 15908.07.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 8. Dissolution [15908.01 - 15908.09] ( Article 8 added by Stats. 2006, Ch. 495, Sec. 20. )

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    A dissolved limited partnership may publish a dissolution notice, but if it does, the notice must include specified information and a four-year claim deadline.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 8. Dissolution [15908.01 - 15908.09] ( Article 8 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 accordance with the notice. (b) The notice must: (1) be published at least once in a newspaper of general circulation in the county in which the dissolved limited partnership’s principal office is located or, if it has none in this state, in the county in which the limited partnership’s principal office is or was last located; (2) describe the information required to be contained in a claim and provide a mailing address to which the claim is to be sent; and (3) state that a claim against the limited partnership is barred unless an action to enforce the claim is commenced within four years after publication of the notice. (c) If a dissolved limited partnership publishes a notice in accordance with subdivision (b), the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the dissolved limited partnership within four years after the publication date of the notice: (1) a claimant that did not receive notice in a record under Section 15908.06; (2) a claimant whose claim was timely sent to the dissolved limited partnership but not acted on; and (3) a claimant whose claim is contingent or based on an event occurring after the effective date of dissolution. (d) A claim not barred under this section may be enforced: (1) against the dissolved limited partnership, to the extent of its undistributed assets; (2) if the assets have been distributed in liquidation, against a partner or transferee to the extent of that person’s proportionate share of the claim or the limited partnership’s assets distributed to the partner or transferee in liquidation, whichever is less, but a person’s total liability for all claims under this paragraph does not exceed the total amount of assets distributed to the person as part of the winding up of the dissolved limited partnership; or (3) against any person liable on the claim under Section 15904.04. (e) Publication of a notice of dissolution of a limited partnership pursuant to this section shall not bar the collection of any tax, interest, penalty or addition to tax under Part 10 (commencing with Section 17001) of, Part 10.20 (commencing with Section 18401) of, and Part 11 (commencing with Section 23001) of, Division 2 of the Revenue and Taxation Code. (Amended by Stats. 2022, Ch. 617, Sec. 94. (SB 1202) Effective January 1, 2023.)
  47. 15908.08.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 8. Dissolution [15908.01 - 15908.09] ( Article 8 added by Stats. 2006, Ch. 495, Sec. 20. )

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    If a barred claim exists under Sections 15908.06 or 15908.07, the matching claim under Section 15904.04 is also barred.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 8. Dissolution [15908.01 - 15908.09] ( Article 8 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  48. 15908.09.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 8. Dissolution [15908.01 - 15908.09] ( Article 8 added by Stats. 2006, Ch. 495, Sec. 20. )

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    When a limited partnership winds up, its assets must be used to pay creditors, any surplus must go to partners, and certain general partners may have to make contribution payments if assets are not enough.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 8. Dissolution [15908.01 - 15908.09] ( Article 8 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 applied to satisfy the limited partnership’s obligations to creditors, including, to the extent permitted by law, partners that are creditors. (b) Any surplus remaining after the limited partnership complies with subdivision (a) must be returned to the partners as they share in distributions. (c) If a limited partnership’s assets are insufficient to satisfy all of its obligations under subdivision (a) the following rules apply: (1) Each person that was a general partner when the obligation was incurred and that has not been released from the obligation under Section 15906.07 shall contribute to the limited partnership for the purpose of enabling the limited partnership to satisfy the obligation. The contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those persons when the obligation was incurred. (2) If a person does not contribute the full amount required under paragraph (1) with respect to an unsatisfied obligation of the limited partnership, the other persons required to contribute by paragraph (1) on account of the obligation shall contribute the additional amount necessary to discharge the obligation. The additional contribution due from each of those other persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those other persons when the obligation was incurred. (3) If a person does not make the additional contribution required by paragraph (2), further additional contributions are determined and due in the same manner as provided in that paragraph. (d) A person that makes an additional contribution under paragraph (2) or (3) of subdivision (c) may recover from any person whose failure to contribute under paragraph (1) or (2) of subdivision (c) necessitated the additional contribution. A person may not recover under this subdivision more than the amount additionally contributed. A person’s liability under this subdivision may not exceed the amount the person failed to contribute. (e) The estate of a deceased individual is liable for the person’s obligations under this section. (f) An assignee for the benefit of creditors of a limited partnership or a partner, or a person appointed by a court to represent creditors of a limited partnership or a partner, may enforce a person’s obligation to contribute under subdivision (c). (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  49. 15909.01.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 9. Foreign Limited Partnership [15909.01 - 15909.08] ( Article 9 added by Stats. 2006, Ch. 495, Sec. 20. )

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    A foreign limited partnership’s registration does not let it do anything a limited partnership could not do in this state, and special treatment applies to foreign limited liability limited partnerships.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 9. Foreign Limited Partnership [15909.01 - 15909.08] ( Article 9 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 limited partnership and between the partners and the foreign limited partnership and the liability of partners as partners for an obligation of the foreign limited partnership, except as to foreign limited liability limited partnerships, which shall be treated as if they were foreign limited partnerships. (b) A foreign limited partnership may not be denied a certificate of registration by reason of any difference between the laws of the jurisdiction under which the foreign limited partnership is organized and the laws of this state. (c) A certificate of registration does not authorize a foreign limited partnership to engage in any business or exercise any power that a limited partnership may not engage in or exercise in this state. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  50. 15909.02.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 9. Foreign Limited Partnership [15909.01 - 15909.08] ( Article 9 added by Stats. 2006, Ch. 495, Sec. 20. )

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    A foreign limited partnership may register to do business in this state by filing a signed application with the Secretary of State and including the required information and a recent certificate of existence.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 9. Foreign Limited Partnership [15909.01 - 15909.08] ( Article 9 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 acknowledged by a general partner of the foreign limited partnership to, and on a form prescribed by, the Secretary of State for filing. The application shall state all of the following: (1) The name of the foreign limited partnership and, if the name does not comply with Section 15901.08, an alternate name adopted pursuant to subdivision (a) of Section 15909.05. (2) The name of the state or other jurisdiction under whose law the foreign limited partnership is organized and a statement that the foreign limited partnership is authorized to exercise its powers and privileges in that state or jurisdiction. (3) The street address of the foreign limited partnership’s principal office and, if the laws of the jurisdiction under which the foreign limited partnership is organized require the foreign limited partnership to maintain an office in that jurisdiction, the address of the required office. (4) The mailing address of the foreign limited partnership’s principal office, if different from the street address. (5) The name and street address of the foreign limited partnership’s initial agent for service of process in this state in accordance with paragraph (1) of subdivision (d) of Section 15901.16. (6) The name and address of each of the foreign limited partnership’s general partners. (7) Whether the foreign limited partnership is a foreign limited liability limited partnership. (b) A foreign limited partnership shall deliver with the completed application a certificate of existence or a record of similar import issued within the past six months from the submission of the application for filing in California signed by the Secretary of State or other official having custody of the foreign limited partnership’s publicly filed records in the state or other jurisdiction under whose law the foreign limited partnership is organized. (Amended by Stats. 2022, Ch. 617, Sec. 95. (SB 1202) Effective January 1, 2023.)
  51. 15909.03.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 9. Foreign Limited Partnership [15909.01 - 15909.08] ( Article 9 added by Stats. 2006, Ch. 495, Sec. 20. )

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    A foreign limited partnership is not treated as transacting business for registration purposes for the activities listed in Section 15901.02(ai); owning certain in-state income-producing real or tangible personal property does count as transacting business.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 9. Foreign Limited Partnership [15909.01 - 15909.08] ( Article 9 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 article include the activities set forth in subdivision (ai) of Section 15901.02. (b) For purposes of this article, the ownership in this state of income-producing real property or tangible personal property, other than property excluded under subdivision (a), constitutes transacting business in this state. (c) This section does not apply in determining the contacts or activities that may subject a foreign limited partnership to service of process, taxation jurisdiction, or regulation under any other law of this state. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  52. 15909.04.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 9. Foreign Limited Partnership [15909.01 - 15909.08] ( Article 9 added by Stats. 2006, Ch. 495, Sec. 20. )

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    If the application complies and fees are paid, the Secretary of State must file it and issue a certificate of registration to the foreign limited partnership.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 9. Foreign Limited Partnership [15909.01 - 15909.08] ( Article 9 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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, the Secretary of State, upon payment of all requisite fees, shall file the application and shall issue to the foreign limited partnership a certificate of registration stating the date of filing of the application and that the foreign limited partnership is qualified to transact intrastate business, subject, however, to any licensing requirements otherwise imposed by the laws of this state. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  53. 15909.05.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 9. Foreign Limited Partnership [15909.01 - 15909.08] ( Article 9 added by Stats. 2006, Ch. 495, Sec. 20. )

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    A foreign limited partnership must comply with the name rules before getting or keeping registration in California, and the Secretary of State may cancel registration paperwork if a filing payment is dishonored.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 9. Foreign Limited Partnership [15909.01 - 15909.08] ( Article 9 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 purpose of transacting business in this state, an alternate name that complies with Section 15901.08. (b) If a foreign limited partnership authorized to transact business in this state changes its name to one that does not comply with Section 15901.08, it may not thereafter transact business in this state until it complies with subdivision (a) and obtains an amended certificate of registration. (c) The Secretary of State may cancel the application and certificate of registration of a foreign limited partnership if a check or other remittance accepted in payment of the filing fee is not paid upon presentation. Within 90 days of receiving written notification that the item presented for payment has not been honored for payment, the Secretary of State shall give a first written notice of the applicability of this section to the agent for service of process or to the person submitting the instrument. Thereafter, if the amount has not been paid by cashier’s check or equivalent, the Secretary of State shall give a second written notice of cancellation and the cancellation shall thereupon be effective. The second notice shall be given 20 days or more after the first notice. (Amended by Stats. 2022, Ch. 617, Sec. 96. (SB 1202) Effective January 1, 2023.)
  54. 15909.06.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 9. Foreign Limited Partnership [15909.01 - 15909.08] ( Article 9 added by Stats. 2006, Ch. 495, Sec. 20. )

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    A foreign limited partnership must promptly file an amendment with the Secretary of State if its registration statement was false or later became erroneous.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 9. Foreign Limited Partnership [15909.01 - 15909.08] ( Article 9 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 foreign limited partnership shall promptly deliver to, and on a form prescribed by, the Secretary of State an amendment to the application for registration containing the name of the foreign limited partnership and the Secretary of State’s file number of the foreign limited partnership signed and acknowledged by the general partner amending the statement. If a foreign limited partnership delivers an amendment changing the name of the foreign limited partnership in its jurisdiction of organization, annexed to the amendment to the application for registration shall be a certificate issued within the past six months from the submission of the amendment for filing in California from an authorized public official of the foreign limited partnership’s jurisdiction of organization to the effect that the foreign limited partnership is in good standing and that the change of name was made in accordance with the laws of that jurisdiction, if the laws of that jurisdiction permit the issuance of those certificates, or, in the alternative, a statement by the foreign limited partnership issued within the past six months from the submission of the amendment for filing in California that the laws of its jurisdiction of organization do not permit the issuance of those certificates. Unless the Secretary of State determines that the amendment to the application changing the name or alternate name of a foreign limited partnership does not comply with the filing requirements of this chapter, the Secretary of State, upon payment of all requisite fees, shall file the amended application and shall issue to the foreign limited partnership a new certificate of registration stating the date of filing of the amendment to the application changing the name and that the foreign limited partnership is qualified to transact intrastate business, subject to any licensing requirements otherwise imposed by the laws of this state. (Amended by Stats. 2022, Ch. 617, Sec. 97. (SB 1202) Effective January 1, 2023.)
  55. 15909.07.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 9. Foreign Limited Partnership [15909.01 - 15909.08] ( Article 9 added by Stats. 2006, Ch. 495, Sec. 20. )

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    A foreign limited partnership must file a cancellation certificate to end its California registration, and it generally may not bring or maintain an action in the state unless registered.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 9. Foreign Limited Partnership [15909.01 - 15909.08] ( Article 9 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 prescribed by the Secretary of State for filing a certificate of cancellation containing the name of the foreign limited partnership and the Secretary of State’s file number of the foreign limited partnership signed and acknowledged by a general partner of the foreign limited partnership. The registration is canceled when the certificate becomes effective under Section 15902.06. (b) A foreign limited partnership transacting business in this state may not maintain an action or proceeding in this state unless it has a certificate of registration to transact business in this state. (c) Any foreign limited partnership that transacts intrastate business in this state without registration is subject to a penalty of twenty dollars ($20) for each day that the unauthorized intrastate business is transacted, up to a maximum of ten thousand dollars ($10,000). An action to recover this penalty may be brought, and any recovery shall be paid, as provided in Section 2258. (d) The failure of a foreign limited partnership to have a certificate of registration to transact business in this state does not impair the validity of a contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending an action or proceeding in this state. (e) A partner of a foreign limited partnership is not liable for the obligations of the foreign limited partnership solely by reason of the foreign limited partnership’s having transacted business in this state without a certificate of registration. (f) If a foreign limited partnership transacts business in this state without a certificate of registration or cancels its certificate of registration, it appoints the Secretary of State as its agent for service of process for rights of action arising out of the transaction of business in this state. (Amended by Stats. 2014, Ch. 834, Sec. 29. (SB 1041) Effective January 1, 2015.)
  56. 15909.08.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 9. Foreign Limited Partnership [15909.01 - 15909.08] ( Article 9 added by Stats. 2006, Ch. 495, Sec. 20. )

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    The Attorney General may bring an action to stop a foreign limited partnership from doing business in California if it is violating this article.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 9. Foreign Limited Partnership [15909.01 - 15909.08] ( Article 9 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  57. 15910.01.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 10. Actions by Partners [15910.01 - 15910.06] ( Article 10 added by Stats. 2006, Ch. 495, Sec. 20. )

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    A partner may bring a direct action against the limited partnership or another partner for relief, but must plead and prove an actual or threatened injury that is not just the partnership’s injury.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 10. Actions by Partners [15910.01 - 15910.06] ( Article 10 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 or without an accounting as to the partnership’s activities, to enforce the rights and otherwise protect the interests of the partner, including rights and interests under the partnership agreement or this chapter or arising independently of the partnership relationship. (b) A partner bringing a direct action under this section is required to plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited partnership. (c) The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  58. 15910.02.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 10. Actions by Partners [15910.01 - 15910.06] ( Article 10 added by Stats. 2006, Ch. 495, Sec. 20. )

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    A partner may bring a derivative action to enforce a limited partnership right if the partner first demands action by the general partners and they do not act within a reasonable time, or if making a demand would be futile.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 10. Actions by Partners [15910.01 - 15910.06] ( Article 10 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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, requesting that they cause the limited partnership to bring an action to enforce the right, and the general partners do not bring the action within a reasonable time; or (2) a demand would be futile. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  59. 15910.03.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 10. Actions by Partners [15910.01 - 15910.06] ( Article 10 added by Stats. 2006, Ch. 495, Sec. 20. )

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    A derivative action can be maintained only by a current partner who also met the statute’s timing and relationship requirements, unless the court allows an exception.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 10. Actions by Partners [15910.01 - 15910.06] ( Article 10 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 giving rise to action occurred; or (2) whose status as a partner devolved upon the person by operation of law or pursuant to the terms of the partnership agreement from a person that was a partner at the time of that conduct. (b) Notwithstanding the foregoing, any partner who does not meet the foregoing requirements may nevertheless be allowed in the discretion of the court to maintain the action on a preliminary showing to and determination by the court, by motion and after a hearing, at which the court shall consider such evidence, by affidavit or testimony, as it deems material that (1) there is a strong prima facie case in favor of the claim asserted on behalf of the partnership, (2) no other similar action has been or is likely to be instituted, (3) the plaintiff acquired the shares before there was disclosure to the public and to the plaintiff of the wrongdoing of which plaintiff complains, (4) unless the action can be maintained the defendant may retain a gain derived from the defendant’s willful breach of a fiduciary duty, and (5) the requested relief will not result in unjust enrichment of the partnership or any partner. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  60. 15910.04.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 10. Actions by Partners [15910.01 - 15910.06] ( Article 10 added by Stats. 2006, Ch. 495, Sec. 20. )

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    In a derivative action, the complaint must state the demand details and the general partners’ response, or explain why demand was futile.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 10. Actions by Partners [15910.01 - 15910.06] ( Article 10 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 demand; or (2) why demand is excused as futile. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  61. 15910.05.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 10. Actions by Partners [15910.01 - 15910.06] ( Article 10 added by Stats. 2006, Ch. 495, Sec. 20. )

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    In a derivative action, the recovery generally belongs to the limited partnership, and the derivative plaintiff must immediately remit any proceeds received to it. If the action succeeds in whole or in part, the court may award the plaintiff reasonable expenses, including attorney’s fees, from the partnership’s recovery.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 10. Actions by Partners [15910.01 - 15910.06] ( Article 10 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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, belong to the limited partnership and not to the derivative plaintiff; (2) if the derivative plaintiff receives any of those proceeds, the derivative plaintiff shall immediately remit them to the limited partnership. (b) If a derivative action is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney’s fees, from the recovery of the limited partnership. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  62. 15910.06.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 10. Actions by Partners [15910.01 - 15910.06] ( Article 10 added by Stats. 2006, Ch. 495, Sec. 20. )

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    In a derivative action, the limited partnership or general partner may ask the court to require the plaintiff to post a bond, and the court may set the bond up to $50,000.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 10. Actions by Partners [15910.01 - 15910.06] ( Article 10 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 or general partner may move the court for an order, upon notice and hearing, requiring the plaintiff to furnish a bond as hereinafter provided. The motion shall be based upon one or both of the following grounds: (1) That there is no reasonable possibility that the prosecution of the cause of action alleged in the complaint against the moving party will benefit the limited partnership or its partners. (2) That the moving party, if other than the partnership, did not participate in the transaction complained of in any capacity. The court on application of the limited partnership or the general partner may, for good cause shown, extend the 30-day period for an additional period or periods not exceeding 60 days. (b) At the hearing upon any motion pursuant to subdivision (a) the court shall consider such evidence, written or oral, by witnesses or affidavit, as may be material (1) to the ground or grounds upon which the motion is based, or (2) to a determination of the probable reasonable expenses, including attorneys’ fees, of the limited partnership and the general partner which will be incurred in defense of the action. If the court determines, after hearing the evidence adduced by the parties, that the moving party has established a probability in support of any of the grounds upon which the motion is based, the court shall fix the amount of the bond, not to exceed fifty thousand dollars ($50,000), to be furnished by the plaintiff for reasonable expenses, including attorneys fees, which may be incurred by the moving party and the limited partnership in connection with the action, including expenses for which the limited partnership may become liable pursuant to subdivision (c) of Section 15904.06. A ruling by the court on the motion shall not be a determination of any issue in the action or of the merits thereof. If the court, upon motion, makes a determination that a bond shall be furnished by the plaintiff as to any one or more defendants, the action shall be dismissed as to the defendant or defendants, unless the bond required by the court has been furnished within such reasonable time as may be fixed by the court. (c) If the plaintiff shall, either before or after a motion is made pursuant to subdivision (a), or any order or determination pursuant to the motion, furnish a bond in the aggregate amount of fifty thousand dollars ($50,000) to secure the reasonable expenses of the parties entitled to make the motion, the plaintiff has complied with the requirements of this section and with any order for a bond theretofore made, any such motion then pending shall be dismissed and no further additional bond shall be required. (d) If a motion is filed pursuant to subdivision (a), no pleadings need to be filed by the limited partnership or any other defendant and the prosecution of the action shall be stayed until 10 days after the motion has been disposed of. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  63. 15911.01.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 11. Conversion and Merger [15911.01 - 15911.19] ( Article 11 added by Stats. 2006, Ch. 495, Sec. 20. )

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    This section defines terms used for conversions and mergers involving limited partnerships and other business entities.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 11. Conversion and Merger [15911.01 - 15911.19] ( Article 11 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 foreign limited partnership that results from a conversion of a domestic limited partnership under this chapter. (b) “Converted limited partnership” means a domestic limited partnership that results from a conversion of an other business entity or a foreign other business entity or a foreign limited partnership pursuant to Section 15911.08. (c) “Converting limited partnership” means a domestic limited partnership that converts to an other business entity or a foreign other business entity or a foreign limited partnership pursuant to this chapter. (d) “Converting entity” means an other business entity or a foreign other business entity or a foreign limited partnership that converts to a domestic limited partnership pursuant to the terms of Section 15911.08. (e) “Constituent corporation” means a corporation that is merged with or into one or more limited partnerships or other business entities, and that includes a surviving corporation. (f) “Constituent limited partnership” means a limited partnership that is merged with or into one or more other limited partnerships or other business entities, and that includes a surviving limited partnership. (g) “Constituent other business entity” means an other business entity that is merged with or into one or more limited partnerships, and that includes a surviving other business entity. (h) “Disappearing limited partnership” means a constituent limited partnership that is not the surviving limited partnership. (i) “Disappearing other business entity” means a constituent other business entity that is not the surviving other business entity. (j) “Foreign other business entity” means an other business entity formed under the laws of any state other than this state or under the laws of a foreign country. (k) “Other business entity” means a corporation, general partnership, limited liability company, business trust, real estate investment trust, or unincorporated association, other than a nonprofit association, but excludes a limited partnership. (l) “Surviving limited partnership” means a limited partnership into which one or more other limited partnerships or other business entities are merged. (m) “Surviving other business entity” means another business entity into which one or more limited partnerships are merged. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  64. 15911.02.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 11. Conversion and Merger [15911.01 - 15911.19] ( Article 11 added by Stats. 2006, Ch. 495, Sec. 20. )

    Verify source ↗

    A limited partnership may convert to another business entity, a foreign other business entity, or a foreign limited partnership if the stated conversion and matching-interest conditions are met.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 11. Conversion and Merger [15911.01 - 15911.19] ( Article 11 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 article if both of the following apply: (1) Pursuant to a conversion into a domestic or foreign partnership or limited liability company or into a foreign limited partnership, each of the partners of the converting limited partnership receives a percentage interest in the profits and capital of the converted entity equal to that partner’s percentage interest in profits and capital of the converting limited partnership as of the effective time of the conversion. (2) Pursuant to a conversion into an other business entity or foreign other business entity not specified in paragraph (1), both of the following occur: (A) Each limited partnership interest of the same class is treated equally with respect to any distribution of cash, property, rights, interests, or securities of the converted entity, unless all limited partners of the class consent. (B) The nonredeemable limited partnership interests of the converting limited partnership are converted only into nonredeemable interests or securities of the converted entity, unless all holders of the unredeemable interests consent. (b) The conversion of a limited partnership to an other business entity or a foreign other business entity or a foreign limited partnership may be effected only if both of the following conditions are satisfied: (1) The law under which the converted entity will exist expressly permits the formation of that entity pursuant to a conversion. (2) The limited partnership complies with all other requirements of any other law that applies to conversion to the converted entity. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  65. 15911.03.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 11. Conversion and Merger [15911.01 - 15911.19] ( Article 11 added by Stats. 2006, Ch. 495, Sec. 20. )

    Verify source ↗

    A converting limited partnership must approve and document a plan of conversion, and the plan must be approved by the required partners before the conversion takes effect.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 11. Conversion and Merger [15911.01 - 15911.19] ( Article 11 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 a plan of conversion. The plan of conversion shall state all of the following: (1) The terms and conditions of the conversion. (2) The place of the organization of the converted entity and of the converting limited partnership and the name of the converted entity after conversion. (3) The manner of converting the limited and general partnership interests of each of the partners into shares of, securities of, or interests in, the converted entity. (4) The provisions of the governing documents for the converted entity, including the partnership agreement, limited liability company articles of organization and operating agreement, or articles or certificate of incorporation if the converted entity is a corporation, to which the holders of interests in the converted entity are to be bound. (5) Any other details or provisions that are required by the laws under which the converted entity is organized, or that are desired by the parties. (b) The plan of conversion shall be approved by all general partners of the converting limited partnership and by a majority in interest of each class of limited partners of the converting limited partnership, unless a greater or lesser approval is required by the partnership agreement of the converting limited partnership. However, if the limited partners of the limited partnership would become personally liable for any obligations of the converted entity as a result of the conversion, the plan of conversion shall be approved by all of the limited partners of the converting limited partnership, unless the plan of conversion provides that all limited partners will have dissenters’ rights as provided in Article 11.5 (commencing with Section 15911.20). (c) Upon the effectiveness of the conversion, all partners of the converting limited partnership, except those that exercise dissenters’ rights as provided in Article 11.5 (commencing with Section 15911.20), shall be deemed parties to any governing documents for the converted entity adopted as part of the plan of conversion, irrespective of whether or not the partner has executed the plan of conversion or the governing documents for the converted entity. Any adoption of governing documents made pursuant thereto shall be effective at the effective time or date of the conversion. (d) Notwithstanding its prior approval, a plan of conversion may be amended before the conversion takes effect if the amendment is approved by all general partners of the converting limited partnership and, if the amendment changes any of the principal terms of the plan of conversion, the amendment is approved by the limited partners of the converting limited partnership in the same manner and to the same extent as required for the approval of the original plan of conversion. (e) The general partners of a converting limited partnership may, by unanimous approval at any time before the conversion is effective, in their discretion, abandon a conversion, without further approval by the limited partners, subject to the contractual rights of third parties other than limited partners. (f) The converted entity shall keep the plan of conversion at the principal office of the converted entity if the converted entity is a domestic partnership or foreign other business entity, at the principal office of, or registrar or transfer agent of, the converted entity, if the converted entity is a domestic corporation, or at the office at which records are to be kept under Section 17701.13 if the converted entity is a domestic limited liability company. Upon the request of a partner of a converting limited partnership, the authorized person on behalf of the converted entity shall promptly deliver to the partner or the holder of shares, interests, or other securities, at the expense of the converted entity, a copy of the plan of conversion. A waiver by a partner of the rights provided in this subdivision shall be unenforceable. (Amended by Stats. 2022, Ch. 617, Sec. 98. (SB 1202) Effective January 1, 2023.)
  66. 15911.04.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 11. Conversion and Merger [15911.01 - 15911.19] ( Article 11 added by Stats. 2006, Ch. 495, Sec. 20. )

    Verify source ↗

    A conversion becomes effective when the required partner approval, required filing documents, and any stated effective date have all occurred.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 11. Conversion and Merger [15911.01 - 15911.19] ( Article 11 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 date that all of the following occur: (1) The plan of conversion is approved by the partners of the converting limited partnership, as provided in Section 15911.03. (2) All documents required by law to create the converted entity are filed, which documents shall also contain a statement of conversion if required under Section 15911.06. (3) The effective date, if set forth in the plan of conversion, occurs. (b) A copy of the statement of partnership authority or articles of organization complying with Section 15911.06, if applicable, duly certified by the Secretary of State, is conclusive evidence of the conversion of the limited partnership. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  67. 15911.05.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 11. Conversion and Merger [15911.01 - 15911.19] ( Article 11 added by Stats. 2006, Ch. 495, Sec. 20. )

    Verify source ↗

    A converting limited partnership must follow Section 15911.02, and if it is converting to a foreign entity, the conversion proceedings must follow the foreign entity’s local law. The Secretary of State has specific service-of-process and recordkeeping duties in certain enforcement actions.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 11. Conversion and Merger [15911.01 - 15911.19] ( Article 11 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 15911.02. (b) If the limited partnership is converting into a foreign limited partnership or foreign other business entity, those conversion proceedings shall be in accordance with the laws of the state or place of organization of the foreign limited partnership or foreign other business entity and the conversion shall become effective in accordance with that law. (c) (1) To enforce an obligation of a limited partnership that has converted to a foreign limited partnership or foreign other business entity, the Secretary of State shall only be the agent for service of process in an action or proceeding against that converted foreign entity if the agent designated for the service of process for that entity is a natural person and cannot be found with due diligence or if the agent is a corporation and no person to whom delivery may be made may be located with due diligence, or if no agent has been designated and if no one of the officers, partners, managers, members, or agents of that entity may be located after diligent search and it is so shown by affidavit to the satisfaction of the court. The court then may make an order that service be made by personal delivery to the Secretary of State or to an assistant or deputy Secretary of State of two copies of the process together with two copies of the order, and the order shall set forth an address to which the process shall be sent by the Secretary of State. Service in this manner is deemed complete on the 10th day after delivery of the process to the Secretary of State. (2) Upon receipt of the process and order and the fee set forth in Section 12206 of the Government Code, the Secretary of State shall provide notice to that entity of the service of the process by forwarding by certified mail, return receipt requested, a copy of the process and order to the address specified in the order. (3) The Secretary of State shall keep a record of all process served upon the Secretary of State and shall record therein the time of service and the Secretary of State’s action with respect thereto. The certificate of the Secretary of State, under the Secretary of State’s official seal, certifying to the receipt of process, the providing of notice thereof to that entity, and the forwarding of the process shall be competent and prima facie evidence of the matters stated therein. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  68. 15911.06.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 11. Conversion and Merger [15911.01 - 15911.19] ( Article 11 added by Stats. 2006, Ch. 495, Sec. 20. )

    Verify source ↗

    When a limited partnership converts, it must use the required conversion filing and file it with the Secretary of State; all general partners must execute and acknowledge it, and it must include specified conversion details.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 11. Conversion and Merger [15911.01 - 15911.19] ( Article 11 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 company, a statement of conversion shall be completed on the articles of organization for the converted entity and shall be filed with the Secretary of State. (2) If the limited partnership is converting into a domestic partnership, a statement of conversion shall be completed on the statement of partnership authority for the converted entity. If no statement of partnership authority is filed, a certificate of conversion shall be filed separately with the Secretary of State. (3) If the limited partnership is converting into a domestic corporation, a statement of conversion shall be completed on the articles of incorporation for the converted entity and shall be filed with the Secretary of State. (4) If the limited partnership is converting to a foreign limited partnership or foreign other business entity, a certificate of conversion shall be filed with the Secretary of State. (b) Any certificate or statement of conversion shall be executed and acknowledged by all general partners and shall set forth all of the following: (1) The name of the converting limited partnership and the Secretary of State’s file number of the converting limited partnership. (2) A statement that the principal terms of the plan of conversion were approved by a vote of the partners, that equaled or exceeded the vote required under Section 15911.03, specifying each class entitled to vote and the percentage vote required of each class. (3) The form of organization of the converted entity. (4) The name, mailing address, and street address of the converted entity’s agent for service of process and the mailing address of the principal office of the converted entity. If a corporation qualified under Section 1505 is designated as the agent, no address for it shall be set forth. (c) The filing with the Secretary of State of a certificate of conversion or a statement of partnership authority, articles of organization, or articles of incorporation containing a statement of conversion as set forth in subdivision (a) shall have the effect of the filing of a certificate of cancellation by the converting limited partnership, and no converting limited partnership that has made the filing is required to file a certificate of cancellation under Section 15902.03 as a result of that conversion. (Amended by Stats. 2022, Ch. 617, Sec. 99. (SB 1202) Effective January 1, 2023.)
  69. 15911.07.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 11. Conversion and Merger [15911.01 - 15911.19] ( Article 11 added by Stats. 2006, Ch. 495, Sec. 20. )

    Verify source ↗

    If a converting entity owns real property in California and the conversion law provides for vesting, filing certain conversion documents with the county recorder can serve as evidence of record ownership in the converted entity.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 11. Conversion and Merger [15911.01 - 15911.19] ( Article 11 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 entity pursuant to the laws of this state or of the state or place in which the limited partnership or other business entity was organized, and the laws of the state or place of organization, including this state, of the converting limited partnership or other converting entity provide substantially that the conversion vests in the converted limited partnership or other converted entity all the real property of the converting limited partnership or other converting entity, the filing for record in the office of the county recorder of any county in this state in which any of the real property of the converting limited partnership or other converting entity is located of either of the following shall evidence record ownership in the converted limited partnership or other converted entity of all interest of the converting limited partnership or other converting entity in and to the real property located in that county: (1) A certificate of conversion or statement of partnership authority, a certificate of limited partnership, articles of incorporation, or articles of organization complying with Section 15911.06, in the form prescribed and certified by the Secretary of State. (2) A copy of a certificate of conversion or a statement of partnership authority, certificate of limited partnership, articles of organization, articles of incorporation, or other certificate or document evidencing the creation of a foreign other business entity or foreign limited partnership by conversion, containing a statement of conversion, certified by the Secretary of State or an authorized public official of the state or place pursuant to the laws of which the conversion is effected. (b) A filed and, if appropriate, recorded certificate of conversion or a statement of partnership authority, certificate of limited partnership, articles of organization, articles or certificate of incorporation, or other certificate evidencing the creation of a foreign other business entity or foreign limited partnership by conversion, containing a statement of conversion, filed pursuant to subdivision (a) of Section 15911.06, stating the name of the converting limited partnership or other converting entity in whose name property was held before the conversion and the name of the converted entity or converted limited partnership, but not containing all of the other information required by Section 15911.06, operates with respect to the entities named to the extent provided in subdivision (a). (c) Recording of a certificate of conversion, or a statement of partnership authority, certificate of limited partnership, articles of organization, articles of incorporation, or other certificate evidencing the creation of another business entity or a limited partnership by conversion, containing a statement of conversion, in accordance with subdivision (a), shall create, in favor of bona fide purchasers or encumbrances for value, a conclusive presumption that the conversion was validly completed. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  70. 15911.08.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 11. Conversion and Merger [15911.01 - 15911.19] ( Article 11 added by Stats. 2006, Ch. 495, Sec. 20. )

    Verify source ↗

    Certain business entities may convert to a domestic limited partnership only if their own governing law allows it and the required approvals and filings are completed.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 11. Conversion and Merger [15911.01 - 15911.19] ( Article 11 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 this article only if the converting entity is authorized by the laws under which it is organized to effect the conversion. (b) An other business entity or a foreign other business entity or a foreign limited partnership that desires to convert into a domestic limited partnership shall approve a plan of conversion or another instrument as is required to be approved to effect the conversion pursuant to the laws under which that entity is organized. (c) The conversion of an other business entity or a foreign other business entity or a foreign limited partnership into a domestic limited partnership shall be approved by the number or percentage of the partners, members, shareholders, or holders of interest of the converting entity as is required by the laws under which that entity is organized, or a greater or lesser percentage, subject to applicable laws, as set forth in the converting entity’s partnership agreement, articles of organization, operating agreement, articles or certificate of incorporation, or other governing document. (d) The conversion by an other business entity or a foreign other business entity or a foreign limited partnership into a domestic limited partnership shall be effective under this article at the time the conversion is effective under the laws under which the converting entity is organized, as long as a certificate of limited partnership containing a statement of conversion has been filed with the Secretary of State. If the converting entity’s governing law is silent as to the effectiveness of the conversion, the conversion shall be effective upon the completion of all acts required under this title to form a limited partnership. (e) The filing with the Secretary of State of a certificate of conversion or a certificate of limited partnership containing a statement of conversion pursuant to subdivision (a) shall have the effect of the filing of a certificate of cancellation by the converting foreign limited partnership or foreign limited liability company and no converting foreign limited partnership or foreign limited liability company that has made the filing is required to file a certificate of cancellation under Section 15902.03 or 17708.08 as a result of that conversion. If a converting other business entity is a foreign corporation qualified to transact business in this state, the foreign corporation shall, by virtue of the filing, automatically surrender its right to transact intrastate business. (Amended by Stats. 2012, Ch. 419, Sec. 15. (SB 323) Effective January 1, 2013. Operative January 1, 2014, by Sec. 32 of Ch. 419.)
  71. 15911.09.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 11. Conversion and Merger [15911.01 - 15911.19] ( Article 11 added by Stats. 2006, Ch. 495, Sec. 20. )

    Verify source ↗

    A conversion under this article generally leaves the entity legally the same, and the conversion is not treated as a property transfer, except for specified Revenue and Taxation Code parts.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 11. Conversion and Merger [15911.01 - 15911.19] ( Article 11 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 17001) of, Part 10.20 (commencing with Section 18401) of, and Part 11 (commencing with Section 23001) of, Division 2 of the Revenue and Taxation Code, the same entity that existed before the conversion and the conversion shall not be deemed a transfer of property. (b) Upon a conversion taking effect, all of the following apply: (1) All the rights and property, whether real, personal, or mixed, of the converting entity or converting limited partnership are vested in the converted entity or converted limited partnership. (2) All debts, liabilities, and obligations of the converting entity or converting limited partnership continue as debts, liabilities, and obligations of the converted entity or converted limited partnership. (3) All rights of creditors and liens upon the property of the converting entity or converting limited partnership shall be preserved unimpaired and remain enforceable against the converted entity or converted limited partnership to the same extent as against the converting entity or converting limited partnership as if the conversion had not occurred. (4) Any action or proceeding pending by or against the converting entity or converting limited partnership may be continued against the converted entity or converted limited partnership as if the conversion had not occurred. (c) A partner of a converting limited partnership is liable for the following: (1) All obligations of the converting limited partnership for which the partner was personally liable before the conversion. (2) All obligations of the converted entity incurred after the conversion takes effect, but those obligations may be satisfied only out of property of the entity if that partner is a limited partner or a shareholder in a corporation, or unless expressly provided otherwise in the articles of organization or other governing documents, a member of a limited liability company, or a holder of equity securities in another converted entity if the holders of equity securities in that entity are not personally liable for the obligations of that entity under the law under which the entity is organized or its governing documents. (d) A partner of a converted limited partnership remains liable for any and all obligations of the converting entity for which the partner was personally liable before the conversion, but only to the extent that the partner was liable for the obligations of the converting entity prior to the conversion. (e) If the other party to a transaction with the limited partnership reasonably believes when entering the transaction that the limited partner is a general partner, the limited partner is liable for an obligation incurred by the limited partnership within 90 days after the conversion takes effect. The limited partner’s liability for all other obligations of the limited partnership incurred after the conversion takes effect is that of a limited partner. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  72. 15911.10.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 11. Conversion and Merger [15911.01 - 15911.19] ( Article 11 added by Stats. 2006, Ch. 495, Sec. 20. )

    Verify source ↗

    Mergers of limited partnerships are governed by Sections 15911.11 through 15911.19, inclusive.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 11. Conversion and Merger [15911.01 - 15911.19] ( Article 11 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 15911.10. Mergers of limited partnerships shall be governed by Sections 15911.11 to 15911.19, inclusive. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  73. 15911.11.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 11. Conversion and Merger [15911.01 - 15911.19] ( Article 11 added by Stats. 2006, Ch. 495, Sec. 20. )

    Verify source ↗

    This section says certain limited partnerships and other business entities may merge, but only if the listed legal authorization conditions are met.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 11. Conversion and Merger [15911.01 - 15911.19] ( Article 11 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 partnerships and one or more other business entities into one of those other business entities. (c) One or more limited partnerships and one or more other business entities into one limited partnership. Notwithstanding this section, the merger of any number of limited partnerships with any number of other business entities may be effected only if the other business entities that are organized in California are authorized by the laws under which they are organized to effect the merger, and (1) if a limited partnership is the surviving limited partnership, the foreign other business entities are not prohibited by the laws under which they are organized from effecting that merger, and (2) if a foreign limited partnership or foreign other business entity is the survivor of the merger, the laws of the jurisdiction under which the survivor is organized authorize that merger. Notwithstanding the first sentence of this paragraph, if one or more domestic corporations is also a party to the merger described in that sentence, the merger may be effected only if, with respect to any foreign other business entity that is a corporation, the foreign corporation is authorized by the laws under which it is organized to effect that merger. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  74. 15911.12.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 11. Conversion and Merger [15911.01 - 15911.19] ( Article 11 added by Stats. 2006, Ch. 495, Sec. 20. )

    Verify source ↗

    This section requires merger agreements for limited partnerships and other business entities to be approved and to include specified terms. It also gives certain people a right to get a copy of the agreement and makes waivers of those rights unenforceable.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 11. Conversion and Merger [15911.01 - 15911.19] ( Article 11 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 all general partners of each constituent limited partnership and the principal terms of the merger shall be approved by a majority in interest of each class of limited partners of each constituent limited partnership, unless a greater approval is required by the partnership agreement of the constituent limited partnership. Notwithstanding the previous sentence, if the limited partners of any constituent limited partnership become personally liable for any obligations of a constituent limited partnership or constituent other business entity as a result of the merger, the principal terms of the agreement of merger shall be approved by all of the limited partners of the constituent limited partnership, unless the agreement of merger provides that all limited partners will have the dissenters’ rights provided in Article 11.5 (commencing with Section 15911.20). The agreement of merger shall be approved on behalf of each constituent other business entity by those persons required to approve the merger by the laws under which it is organized. Other persons, including a parent of a constituent limited partnership, may be parties to the agreement of merger. The agreement of merger shall state: (1) The terms and conditions of the merger. (2) The name and place of organization of the surviving limited partnership or surviving other business entity, and of each disappearing limited partnership and disappearing other business entity, and the agreement of merger may change the name of the surviving limited partnership, which new name may be the same as or similar to the name of a disappearing domestic or foreign limited partnership, subject to Section 15901.08. (3) The manner of converting the partnership interests of each of the constituent limited partnerships into interests, shares, or other securities of the surviving limited partnership or surviving other business entity, and if partnership interests of any of the constituent limited partnerships are not to be converted solely into interests, shares, or other securities of the surviving limited partnership or surviving other business entity, the cash, property, rights, interests, or securities that the holders of the partnership interests are to receive in exchange for the partnership interests, which cash, property, rights, interests, or securities may be in addition to or in lieu of interests, shares, or other securities of the surviving limited partnership or surviving other business entity, or that the partnership interests are canceled without consideration. (4) Any other details or provisions that are required by the laws under which any constituent other business entity is organized, including, if a domestic corporation is a party to the merger, subdivision (b) of Section 1113. (5) Any other details or provisions that are desired, including, without limitation, a provision for the treatment of fractional partnership interests. (b) Each limited partnership interest of the same class of any constituent limited partnership, other than a limited partnership interest in another constituent limited partnership that is being canceled and that is held by a constituent limited partnership or its parent or a limited partnership of which the constituent limited partnership is a parent, shall, unless all limited partners of the class consent, be treated equally with respect to any distribution of cash, property, rights, interests, or securities. Notwithstanding this subdivision, except in a merger of a limited partnership with a limited partnership in which it controls at least 90 percent of the limited partnership interests entitled to vote with respect to the merger, the unredeemable limited partnership interests of a constituent limited partnership may be converted only into unredeemable interests or securities of the surviving limited partnership or other business entity or a parent if a constituent limited partnership or a constituent other business entity or its parent owns, directly or indirectly, prior to the merger, limited partnership interests of another constituent limited partnership or interests or securities of a constituent other business entity representing more than 50 percent of the interests or securities entitled to vote with respect to the merger of the other constituent limited partnership or constituent other business entity or more than 50 percent of the voting power, as defined in Section 194.5, of a constituent other business entity that is a domestic corporation, unless all of the limited partners of the class consent. This subdivision shall apply only to constituent limited partnerships with more than 35 limited partners. (c) Notwithstanding its prior approval, an agreement of merger may be amended prior to the filing of the certificate of merger or the agreement of merger, as provided in Section 15911.14, if the amendment is approved by the general partners of each constituent limited partnership in the same manner as required for approval of the original agreement of merger and, if the amendment changes any of the principal terms of the agreement of merger, the amendment is approved by the limited partners of each constituent limited partnership in the same manner and to the same extent as required for the approval of the original agreement of merger, and by each of the constituent other business entities. (d) The general partners of a constituent limited partnership may, in their discretion, abandon a merger, subject to the contractual rights, if any, of third parties, including other constituent limited partnerships and constituent other business entities, without further approval by the limited partnership interests, at any time before the merger is effective. (e) An agreement of merger approved in accordance with subdivision (a) may (1) effect any amendment to the partnership agreement of any constituent limited partnership or (2) effect the adoption of a new partnership agreement for a constituent limited partnership if it is the surviving limited partnership in the merger. Any amendment to a partnership agreement or adoption of a new partnership agreement made pursuant to the foregoing sentence shall be effective at the effective time or date of the merger. Notwithstanding the above provisions of this subdivision, if a greater number of limited partners is required to approve an amendment to the partnership agreement of a constituent limited partnership than is required to approve the agreement of merger pursuant to subdivision (a), and the number of limited partners that approve the agreement of merger is less than the number of limited partners required to approve an amendment to the partnership agreement of the constituent limited partnership, any amendment to the partnership agreement or adoption of a new partnership agreement of that constituent limited partnership made pursuant to the first sentence of this subdivision shall be effective only if the agreement of merger provides that all of the limited partners shall have the dissenters’ rights provided in Article 11.5 (commencing with Section 15911.20). (f) The surviving limited partnership or surviving other business entity shall keep the agreement of merger at its designated office or at the business address specified in paragraph (5) of subdivision (a) of Section 15911.14, as applicable, and, upon the request of a limited partner of a constituent limited partnership or a holder of shares, interests, or other securities of a constituent other business entity, the general partners of the surviving limited partnership or the authorized person of the surviving other business entity shall promptly deliver to the limited partner or the holder of shares, interests, or other securities, at the expense of the surviving limited partnership or surviving other business entity, a copy of the agreement of merger. A waiver by a partner or holder of shares, interests, or other securities of the rights provided in this subdivision shall be unenforceable. (Amended by Stats. 2007, Ch. 130, Sec. 45. Effective January 1, 2008.)
  75. 15911.13.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 11. Conversion and Merger [15911.01 - 15911.19] ( Article 11 added by Stats. 2006, Ch. 495, Sec. 20. )

    Verify source ↗

    Subdivision (b) of Section 15911.12 does not apply to a transaction if the commissioner has approved the transaction’s terms, conditions, and fairness under Section 25142.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 11. Conversion and Merger [15911.01 - 15911.19] ( Article 11 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 fairness of such terms and conditions pursuant to Section 25142. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  76. 15911.14.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 11. Conversion and Merger [15911.01 - 15911.19] ( Article 11 added by Stats. 2006, Ch. 495, Sec. 20. )

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    Certain merged limited partnerships and other business entities must file a certificate of merger with the Secretary of State, and the certificate must be properly executed and include specified information.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 11. Conversion and Merger [15911.01 - 15911.19] ( Article 11 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 constituent party, after approval of a merger by the constituent limited partnerships and any constituent other business entities, the constituent limited partnerships and constituent other business entities shall file a certificate of merger in the office of, and on a form prescribed by, the Secretary of State. The certificate of merger shall be executed and acknowledged by each domestic constituent limited partnership by all general partners, unless a lesser number is provided in the certificate of limited partnership of the domestic constituent limited partnership, and by each foreign constituent limited partnership by one or more general partners, and by each constituent other business entity by those persons required to execute the certificate of merger by the laws under which the constituent other business entity is organized. The certificate of merger shall set forth all of the following: (1) The names and the Secretary of State’s file numbers, if any, of each of the constituent limited partnerships and constituent other business entities, separately identifying the disappearing limited partnerships and disappearing other business entities and the surviving limited partnership or surviving other business entity. (2) If a vote of the limited partners was required under Section 15911.12, a statement setting forth the total number of outstanding interests of each class entitled to vote on the merger and that the principal terms of the agreement of merger were approved by a vote of the number of interests of each class which equaled or exceeded the vote required, specifying each class entitled to vote and the percentage vote required of each class. (3) If the surviving entity is a limited partnership and not an other business entity, any change required to the information set forth in the certificate of limited partnership of the surviving limited partnership resulting from the merger, including any change in the name of the surviving limited partnership resulting from the merger. The filing of a certificate of merger setting forth any such changes to the certificate of limited partnership of the surviving limited partnership shall have the effect of the filing of a certificate of amendment by the surviving limited partnership, and the surviving limited partnership need not file a certificate of amendment under Section 15902.02 to reflect those changes. (4) The future effective date or time, which shall be a date or time certain not more than 90 days subsequent to the date of filing, of the merger, if the merger is not to be effective upon the filing of the certificate of merger with the office of the Secretary of State. (5) If the surviving entity is an other business entity or a foreign limited partnership, the full name of the entity, type of entity, legal jurisdiction in which the entity was organized and by whose laws its internal affairs are governed, and the address of the principal place of business of the entity. (6) Any other information required to be stated in the certificate of merger by the laws under which each constituent other business entity is organized, including, if a domestic corporation is a party to the merger, paragraph (2) of subdivision (g) of Section 1113. If the surviving entity is a foreign limited partnership in a merger in which a domestic corporation is a disappearing other business entity, a copy of the agreement of merger and attachments as required under paragraph (1) of subdivision (g) of Section 1113 shall be filed at the same time as the filing of the certificate of merger. (b) If the surviving entity is a domestic corporation or a foreign corporation in a merger in which a domestic corporation is a constituent party, after approval of the merger by the constituent limited partnerships and constituent other business entities, the surviving corporation shall file in the office of the Secretary of State a copy of the agreement of merger and attachments required under paragraph (1) of subdivision (g) of Section 1113. The certificate of merger shall be executed and acknowledged by each domestic constituent limited partnership by all general partners, unless a lesser number is provided in the certificate of limited partnership of the domestic constituent limited partnership. (c) A certificate of merger or the agreement of merger, as is applicable under subdivision (a) or (b), shall have the effect of the filing of a certificate of cancellation for each disappearing limited partnership, and no disappearing limited partnership need file a certificate of cancellation under Section 15902.03 as a result of the merger. (d) If the organization disappearing into the other business entity is a foreign corporation qualified to transact intrastate business in this state, a certificate of satisfaction of the Franchise Tax Board as required by Section 23334 of the Revenue and Taxation Code shall be filed with the certificate of merger or agreement of merger, as is applicable under subdivision (a) or (b). By the filing of the certificate of merger or agreement of merger, as is applicable, the foreign corporation shall automatically surrender its right to transact intrastate business. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  77. 15911.15.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 11. Conversion and Merger [15911.01 - 15911.19] ( Article 11 added by Stats. 2006, Ch. 495, Sec. 20. )

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    A merger becomes effective when the merger document is filed, unless a future effective date or time is stated in the merger certificate or agreement.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 11. Conversion and Merger [15911.01 - 15911.19] ( Article 11 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 under Section 15911.14, in which event the merger shall be effective at that future effective date or time, a merger shall be effective upon the filing of the certificate of merger or the agreement of merger, as is applicable, in the office of the Secretary of State. (b) (1) For all purposes, a copy of the certificate of merger duly certified by the Secretary of State is conclusive evidence of the merger of (A) the constituent limited partnerships, either by themselves or together with constituent other business entities, into the surviving other business entity, or (B) the constituent limited partnerships or the constituent other business entities, or both, into the surviving limited partnership. (2) In a merger in which the surviving entity is a corporation in a merger in which a domestic corporation and a domestic limited partnership are parties to the merger, a copy of an agreement of merger certified on or after the effective date by an official having custody thereof has the same force in evidence as the original and, except as against the state, is conclusive evidence of the performance of all conditions precedent to the merger, the existence on the effective date of the surviving corporation, and the performance of the conditions necessary to the adoption of any amendment to the articles of incorporation of the surviving corporation, if applicable, contained in the agreement of merger. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  78. 15911.16.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 11. Conversion and Merger [15911.01 - 15911.19] ( Article 11 added by Stats. 2006, Ch. 495, Sec. 20. )

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    After a merger, the surviving limited partnership or other surviving business entity takes over the disappearing entities’ rights and property and becomes responsible for their debts and liabilities.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 11. Conversion and Merger [15911.01 - 15911.19] ( Article 11 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 disappearing limited partnerships and disappearing other business entities ceases and the surviving limited partnership or surviving other business entity shall succeed, without other transfer, act or deed, to all the rights and property, whether real, personal, or mixed, of each of the disappearing limited partnerships and disappearing other business entities, and shall be subject to all the debts and liabilities of each in the same manner as if the surviving limited partnership or surviving other business entity had itself incurred them. (b) All rights of creditors and all liens upon the property of each of the constituent limited partnerships and constituent other business entities shall be preserved unimpaired and may be enforced against the surviving limited partnership or the surviving other business entity to the same extent as if the debt, liability, or duty which gave rise to that lien had been incurred or contracted by the surviving limited partnership or the surviving other business entity, provided that such liens upon the property of a disappearing limited partnership or disappearing other business entity shall be limited to the property affected thereby immediately prior to the time the merger is effective. (c) Any action or proceeding pending by or against any disappearing limited partnership or disappearing other business entity may be prosecuted to judgment, which shall bind the surviving limited partnership or surviving other business entity, or the surviving limited partnership or surviving other business entity may be proceeded against or be substituted in the place of the disappearing limited partnership or disappearing other business entity. (d) Nothing in this article is intended to affect the liability a general partner of a disappearing limited partnership may have in connection with the debts and liabilities of the disappearing limited partnership existing prior to the time the merger is effective. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  79. 15911.17.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 11. Conversion and Merger [15911.01 - 15911.19] ( Article 11 added by Stats. 2006, Ch. 495, Sec. 20. )

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    This section sets merger rules for domestic and foreign limited partnerships and other business entities, including filing requirements and when a merger becomes effective.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 11. Conversion and Merger [15911.01 - 15911.19] ( Article 11 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 required to comply with Section 15911.10. (b) If the surviving entity is a domestic limited partnership or a domestic other business entity, the merger proceedings with respect to that limited partnership or other business entity and any domestic disappearing limited partnership shall conform to the provisions of this chapter governing the merger of domestic limited partnerships, but if the surviving entity is a foreign limited partnership or a foreign other business entity, then, subject to the requirements of subdivision (d) and Article 11.5 (commencing with Section 15911.20) and, with respect to any domestic constituent corporation, Section 1113 and Chapters 12 (commencing with Section 1200) and 13 (commencing with Section 1300) of Division 1 of Title 1, the merger proceedings may be in accordance with the laws of the state or place of organization of the surviving limited partnership or surviving other business entity. (c) If the surviving entity is a domestic limited partnership or domestic other business entity, other than a domestic corporation, the certificate of merger shall be filed as provided in subdivision (a) of Section 15911.14, and thereupon, subject to subdivision (a) of Section 15911.15, the merger shall be effective as to each domestic constituent limited partnership and domestic constituent other business entity. If the surviving entity is a domestic corporation, the agreement of merger with attachments shall be filed as provided in subdivision (b) of Section 15911.14, and thereupon, subject to subdivision (a) of Section 15911.15, the merger shall be effective as to each domestic constituent limited partnership and domestic constituent other business entity unless another effective date is provided in Chapter 11 (commencing with Section 1100) of Division 1 of Title 1, with respect to any constituent corporation or constituent limited partnership. (d) If the surviving entity is a foreign limited partnership or foreign other business entity, the merger shall become effective in accordance with the law of the jurisdiction in which the surviving limited partnership or surviving other business entity is organized, but shall be effective as to any domestic disappearing limited partnership as of the time of effectiveness in the foreign jurisdiction upon the filing in this state of a certificate of merger or agreement of merger as provided in Section 15911.14. (e) If a merger described in subdivision (c) or (d) also includes a foreign disappearing limited partnership previously registered for the transaction of intrastate business in this state pursuant to Section 15909.02, the filing of the certificate of merger or agreement of merger, as is applicable under Section 15911.14, automatically has the effect of a cancellation of registration for that foreign limited partnership pursuant to Section 15909.06 without the necessity of the filing of a certificate of cancellation. (f) The provisions of subdivision (b) of Section 15911.12 and Article 11.5 (commencing with Section 15911.20) apply to the rights of the limited partners of any of the constituent limited partnerships that are domestic limited partnerships and of any domestic limited partnership that is a parent of any foreign constituent limited partnership. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  80. 15911.18.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 11. Conversion and Merger [15911.01 - 15911.19] ( Article 11 added by Stats. 2006, Ch. 495, Sec. 20. )

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    If a merger meets the stated conditions, recording certain merger documents in the county recorder’s office serves as evidence that the surviving entity owns the disappearing entity’s real property in that county.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 11. Conversion and Merger [15911.01 - 15911.19] ( Article 11 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 other business entity pursuant to the laws of this state or of the state or place in which any constituent limited partnership or constituent other business entity was organized, and the laws of the state or place of organization, including this state, of any disappearing limited partnership or disappearing other business entity provide substantially that the making and filing of the agreement of merger or certificate of merger vests in the surviving limited partnership or surviving other business entity all the real property of any disappearing limited partnership and disappearing other business entity, the filing for record in the office of the county recorder of any county in this state in which any of the real property of the disappearing limited partnership or disappearing other business entity is located of either of the following shall evidence record ownership in the surviving limited partnership or surviving other business entity of all interest of such disappearing limited partnership or disappearing other business entity in and to the real property located in that county: (a) A certificate of merger certified by the Secretary of State, or other certificate prescribed by the Secretary of State. (b) A copy of the agreement of merger or certificate of merger, certified by the Secretary of State or an authorized public official of the state or place pursuant to the laws of which the merger is effected. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  81. 15911.19.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 11. Conversion and Merger [15911.01 - 15911.19] ( Article 11 added by Stats. 2006, Ch. 495, Sec. 20. )

    Verify source ↗

    Recording the certificate of merger as required creates a conclusive presumption that the merger was validly completed, in favor of bona fide purchasers or encumbrancers for value.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 11. Conversion and Merger [15911.01 - 15911.19] ( Article 11 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 conclusive presumption that the merger was validly completed. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  82. 15911.20.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 11.5. Dissenting Limited Partners’ Rights [15911.20 - 15911.33] ( Article 11.5 added by Stats. 2006, Ch. 495, Sec. 20. )

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    This section defines “reorganization” and “control” for this article.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 11.5. Dissenting Limited Partners’ Rights [15911.20 - 15911.33] ( Article 11.5 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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). (2) A merger pursuant to Article 11 (commencing with Section 15911.10). (3) The acquisition by one limited partnership in exchange, in whole or in part, for its partnership interests (or the partnership interests or equity securities of a partnership or other business entity that is in control of the acquiring limited partnership) of partnership interests or equity securities of another limited partnership or other business entity if, immediately after the acquisition, the acquiring limited partnership has control of the other limited partnership or other business entity. (4) The acquisition by one limited partnership in exchange in whole or in part for its partnership interests (or the partnership interests or equity securities of a partnership or other business entity which is in control of the acquiring limited partnership) or for its debts securities (or debt securities of a limited partnership or other business entity which is in control of the acquiring limited partnership) which are not adequately secured and which have a maturity date in excess of five years after the consummation of the acquisition, or both, of all or substantially all of the assets of another limited partnership or other business entity. (b) For purposes of this article, “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a limited partnership or other business entity. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  83. 15911.21.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 11.5. Dissenting Limited Partners’ Rights [15911.20 - 15911.33] ( Article 11.5 added by Stats. 2006, Ch. 495, Sec. 20. )

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    A qualifying dissenting limited partner may require the limited partnership to buy the interest for cash at fair market value if the partnership is participating in a reorganization and the statutory conditions are met.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 11.5. Dissenting Limited Partners’ Rights [15911.20 - 15911.33] ( Article 11.5 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 limited partnership agreement of the partnership, or otherwise, then each limited partner of the limited partnership holding those interests may, by complying with this article, require the limited partnership to purchase for cash, at its fair market value, the interest owned by the limited partner in the limited partnership, if the interest is a dissenting interest as defined in subdivision (b). The fair market value shall be determined as of the day before the first announcement of the terms of the proposed reorganization, excluding any appreciation or depreciation in consequence of the proposed reorganization. (b) As used in this article, “dissenting interest” means the interest of a limited partner that satisfies all of the following conditions: (1) Either: (A) Was not, immediately prior to the reorganization, either (i) listed on any national securities exchange certified by the Commissioner of Financial Protection and Innovation under subdivision (o) of Section 25100, or (ii) listed on the list of OTC margin stocks issued by the Board of Governors of the Federal Reserve System, provided that in either instance, the limited partnership whose outstanding interests are so listed provides, in its notice to limited partners requesting their approval of the proposed reorganization, a summary of the provisions of this section and Sections 15911.22, 15911.23, 15911.24, and 15911.25. (B) If the interest is of a class of interests listed as described in clause (i) or (ii) of subparagraph (A), demands for payment are filed with respect to 5 percent or more of the outstanding interests of that class. (2) Was outstanding on the date for the determination of limited partners entitled to vote on the reorganization. (3) (A) Was not voted in favor of the reorganization, or (B) if the interest is described in clause (i) or (ii) of subparagraph (A) of paragraph (1), was voted against the reorganization; provided, however, that subparagraph (A) rather than subparagraph (B) of this paragraph applies in any event where the approval for the proposed reorganization is sought by written consent rather than at a meeting. (4) The limited partner has demanded that it be purchased by the limited partnership at its fair market value in accordance with Section 15911.22. (5) The limited partner has submitted it for endorsement, if applicable, in accordance with Section 15911.23. (c) As used in this article, “dissenting limited partner” means the recordholder of a dissenting interest, and includes an assignee of record of such an interest. (Amended by Stats. 2022, Ch. 452, Sec. 65. (SB 1498) Effective January 1, 2023.)
  84. 15911.22.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 11.5. Dissenting Limited Partners’ Rights [15911.20 - 15911.33] ( Article 11.5 added by Stats. 2006, Ch. 495, Sec. 20. )

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    A limited partnership must mail dissenting limited partners a notice and documents within 10 days after approval of a reorganization, and a limited partner seeking cash must make a timely written demand.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 11.5. Dissenting Limited Partners’ Rights [15911.20 - 15911.33] ( Article 11.5 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 limited partnership to purchase their limited partnership interests for cash, such limited partnership shall mail to each such limited partner a notice of the approval of the reorganization by the requisite vote or consent of the limited partners, within 10 days after the date of such approval, accompanied by a copy of this section and Sections 15911.21, 15911.23, 15911.24, and 15911.25, a statement of the price determined by the limited partnership to represent the fair market value of its outstanding interests, and a brief description of the procedure to be followed if the limited partner desires to exercise the limited partner’s rights under such sections. The statement of price constitutes an offer by the limited partnership to purchase at the price stated any dissenting interests as defined in subdivision (b) of Section 15911.21, unless they lose their status as dissenting interests under Section 15911.30. (b) Any limited partner who has a right to require the limited partnership to purchase the limited partner’s interest for cash under Section 15911.21, subject to compliance with paragraphs (4) and (5) of subdivision (b) thereof, and who desires the limited partnership to purchase such interest, shall make written demand upon the limited partnership for the purchase of such interest and the payment to the limited partner in cash of its fair market value. The demand is not effective for any purpose unless it is received by the limited partnership or any transfer agent thereof (1) in the case of interests described in clause (i) or (ii) of subparagraph (A) of paragraph (1) of subdivision (b) of Section 15911.21, not later than the date of the limited partners’ meeting to vote upon the reorganization, or (2) in any other case, within 30 days after the date on which notice of the approval of the reorganization by the requisite vote or consent of the limited partners is mailed by the limited partnership to the limited partners. (c) The demand shall state the number or amount of the limited partner’s interest in the limited partnership and shall contain a statement of what such limited partner claims to be the fair market value of that interest on the day before the announcement of the proposed reorganization. The statement of fair market value constitutes an offer by the limited partner to sell the interest at such price. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  85. 15911.23.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 11.5. Dissenting Limited Partners’ Rights [15911.20 - 15911.33] ( Article 11.5 added by Stats. 2006, Ch. 495, Sec. 20. )

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    A dissenting limited partner must submit the required certificate or written notice within 30 days after notice of approval is mailed.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 11.5. Dissenting Limited Partners’ Rights [15911.20 - 15911.33] ( Article 11.5 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 to subdivision (a) of Section 15911.22, the limited partner shall submit to the limited partnership at its principal office or at the office of any transfer agent thereof, (a) if the interest is evidenced by a certificate, the limited partner’s certificate representing the interest which the limited partner demands that the limited partnership purchase, to be stamped or endorsed with a statement that the interest is a dissenting interest or to be exchanged for certificates of appropriate denominations so stamped or endorsed, or (b) if the interest is not evidenced by a certificate, written notice of the number or amount of interest which the limited partner demands that the limited partnership purchase. Upon subsequent transfers of the dissenting interest on the books of the limited partnership, the new certificates or other written statement issued therefor shall bear a like statement, together with the name of the original holder of the dissenting interest. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  86. 15911.24.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 11.5. Dissenting Limited Partners’ Rights [15911.20 - 15911.33] ( Article 11.5 added by Stats. 2006, Ch. 495, Sec. 20. )

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    If the limited partnership and a dissenting limited partner agree that the interest is dissenting and agree on a price, the partner is entitled to that price plus interest at the legal rate on judgments. The partnership must pay the fair market value within 30 days after the amount is agreed or the reorganization conditions are met, and related agreements must be written and filed.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 11.5. Dissenting Limited Partners’ Rights [15911.20 - 15911.33] ( Article 11.5 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 to be paid for the dissenting interest, the dissenting limited partner is entitled to the agreed price with interest thereon at the legal rate on judgments from the date of consummation of the reorganization. All agreements fixing the fair market value of any dissenting limited partner’s interest as between the limited partnership and such limited partner shall be in writing and filed in the records of the limited partnership. (b) Subject to the provisions of Section 15911.27, payment of the fair market value for a dissenting interest shall be made within 30 days after the amount thereof has been agreed to or within 30 days after any statutory or contractual conditions to the reorganization are satisfied, whichever is later, and in the case of dissenting interests evidenced by certificates of interest, subject to surrender of such certificates of interest, unless provided otherwise by agreement. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  87. 15911.25.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 11.5. Dissenting Limited Partners’ Rights [15911.20 - 15911.33] ( Article 11.5 added by Stats. 2006, Ch. 495, Sec. 20. )

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    A limited partner or interested limited partnership may ask the superior court to decide dissenting-interest status or fair market value, but only within six months after notice of approval of the reorganization was mailed.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 11.5. Dissenting Limited Partners’ Rights [15911.20 - 15911.33] ( Article 11.5 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 fail to agree upon the fair market value of a dissenting interest, then such limited partner or any interested limited partnership, within six months after the date on which notice of the approval of the reorganization by the requisite vote or consent of the limited partners was mailed to the limited partner, but not thereafter, may file a complaint in the superior court of the proper county praying the court to determine whether the interest is a dissenting interest, or the fair market value of the dissenting interest, or both, or may intervene in any action pending on such a complaint. (b) Two or more dissenting limited partners may join as plaintiffs or be joined as defendants in any such action and two or more such actions may be consolidated. (c) On the trial of the action, the court shall determine the issues. If the status of the limited partnership interest as a dissenting interest is in issue, the court shall first determine that issue. If the fair market value of the dissenting interest is in issue, the court shall determine, or shall appoint one or more impartial appraisers to determine, the fair market value of the dissenting interest. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  88. 15911.26.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 11.5. Dissenting Limited Partners’ Rights [15911.20 - 15911.33] ( Article 11.5 added by Stats. 2006, Ch. 495, Sec. 20. )

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    The court-appointed appraisers must quickly determine and file a fair market value report for the limited partnership interests, and the court may confirm it or decide the value itself if the report is late or unconfirmed.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 11.5. Dissenting Limited Partners’ Rights [15911.20 - 15911.33] ( Article 11.5 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 partnership interests of the limited partnership, by class if necessary. Within the time fixed by the court, the appraisers, or a majority of them, shall make and file a report in the office of the clerk of the court. Thereupon, on the motion of any party, the report shall be submitted to the court and considered on any additional evidence as the court considers relevant. If the court finds the report reasonable, the court may confirm it. (b) If a majority of the appraisers appointed fails to make and file a report within 30 days from the date of their appointment, or within any further time as may be allowed by the court, or the report is not confirmed by the court, the court shall determine the fair market value per interest of the outstanding limited partnership interests of the limited partnership, by class if necessary. (c) Subject to Section 15911.27, judgment shall be rendered against the limited partnership for payment of an amount equal to the fair market value, as determined by the court, of each dissenting interest which any dissenting limited partner who is a party, or has intervened, is entitled to require the limited partnership to purchase, with interest thereon at the legal rate on judgments from the date of consummation of the reorganization. (d) Any judgment shall be payable forthwith, provided, however, that with respect to limited partnership interests evidenced by transferable certificates of interest, only upon the endorsement and delivery to the limited partnership of those certificates representing the interests described in the judgment. Any party may appeal from the judgment. (e) The costs of the action, including reasonable compensation for the appraisers, to be fixed by the court, shall be assessed or apportioned as the court considers equitable, but, if the appraisal exceeds the price offered by the limited partnership, the limited partnership shall pay the costs (including, in the discretion of the court, if the value awarded by the court for the dissenting interest is more than 125 percent of the price offered by the limited partnership under subdivision (a) of Section 15911.22, attorney’s fees and fees of expert witnesses). (Amended by Stats. 2007, Ch. 130, Sec. 46. Effective January 1, 2008.)
  89. 15911.27.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 11.5. Dissenting Limited Partners’ Rights [15911.20 - 15911.33] ( Article 11.5 added by Stats. 2006, Ch. 495, Sec. 20. )

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    If paying dissenting limited partners would require them to return the money under the cited laws, the payment or the affected part must not be made.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 11.5. Dissenting Limited Partners’ Rights [15911.20 - 15911.33] ( Article 11.5 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 partners to return such payment or a portion thereof by reason of Section 15905.09 or the Uniform Voidable Transactions Act (Chapter 1 (commencing with Section 3439) of Title 2 of Part 2 of Division 4 of the Civil Code), then that payment or portion thereof shall not be made and the dissenting limited partners shall become creditors of the limited partnership for the amount not paid, together with interest thereon at the legal rate on judgments until the date of payment, but subordinate to all other creditors in any proceeding relating to the winding up and dissolution of the limited partnership, such debt to be payable when permissible. (Amended by Stats. 2015, Ch. 44, Sec. 22. (SB 161) Effective January 1, 2016.)
  90. 15911.28.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 11.5. Dissenting Limited Partners’ Rights [15911.20 - 15911.33] ( Article 11.5 added by Stats. 2006, Ch. 495, Sec. 20. )

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    A limited partnership must credit certain cash distributions to the amount owed for a dissenting limited partner’s interest.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 11.5. Dissenting Limited Partners’ Rights [15911.20 - 15911.33] ( Article 11.5 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 payment by the limited partnership for such dissenting limited partner’s interest, shall be credited against the total amount to be paid by the limited partnership for such dissenting interest. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  91. 15911.29.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 11.5. Dissenting Limited Partners’ Rights [15911.20 - 15911.33] ( Article 11.5 added by Stats. 2006, Ch. 495, Sec. 20. )

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    Dissenting limited partners keep their prior rights, including limited liability, until the partnership pays for their dissenting interests. They cannot withdraw a demand for payment unless the partnership agrees.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 11.5. Dissenting Limited Partners’ Rights [15911.20 - 15911.33] ( Article 11.5 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 immediately prior to the reorganization, including limited liability, until payment by the limited partnership for their dissenting interests. A dissenting limited partner may not withdraw a demand for payment unless the limited partnership consents thereto. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  92. 15911.30.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 11.5. Dissenting Limited Partners’ Rights [15911.20 - 15911.33] ( Article 11.5 added by Stats. 2006, Ch. 495, Sec. 20. )

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    A dissenting limited partner can lose the right to require the partnership to buy the interest if one of the listed events happens.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 11.5. Dissenting Limited Partners’ Rights [15911.20 - 15911.33] ( Article 11.5 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 require the limited partnership to purchase the interest upon the happening of any of the following: (a) The limited partnership abandons the reorganization. Upon abandonment of the reorganization, the limited partnership shall pay, on demand, to any dissenting limited partner who has initiated proceeding in good faith under this article, all reasonable expenses incurred in such proceedings and reasonable attorneys’ fees. (b) The interest is transferred prior to its submission for endorsement in accordance with Section 15911.23. (c) The dissenting limited partner and the limited partnership do not agree upon the status of the interest as a dissenting interest or upon the purchase price of the dissenting interest, and neither files a complaint nor intervenes in a pending action, as provided in Section 15911.25, within six months after the date upon which notice of the approval of the reorganization by the requisite vote or consent of limited partners was mailed to the limited partner. (d) The dissenting limited partner, with the consent of the limited partnership, withdraws such limited partner’s demand for purchase of the dissenting interest. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  93. 15911.31.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 11.5. Dissenting Limited Partners’ Rights [15911.20 - 15911.33] ( Article 11.5 added by Stats. 2006, Ch. 495, Sec. 20. )

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    If litigation is filed to challenge the sufficiency or regularity of limited partners’ vote or consent for a reorganization, proceedings under Sections 15911.25 and 15911.26 must be suspended until that litigation is finally decided.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 11.5. Dissenting Limited Partners’ Rights [15911.20 - 15911.33] ( Article 11.5 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 proceedings under Sections 15911.25 and 15911.26 shall be suspended until final determination of that litigation. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  94. 15911.32.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 11.5. Dissenting Limited Partners’ Rights [15911.20 - 15911.33] ( Article 11.5 added by Stats. 2006, Ch. 495, Sec. 20. )

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    This article applies to certain domestic and foreign limited partnerships, and to other limited partnerships only if the partnership agreement or the required partners agree. It does not apply in specified cases, including some agreements that already set reorganization payments and partnerships with 35 or fewer limited partners, unless overridden by agreement or consent.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 11.5. Dissenting Limited Partners’ Rights [15911.20 - 15911.33] ( Article 11.5 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 foreign limited partnership was formed on or after January 1, 1991, or filed an application to qualify to do business on or after January 1, 1991, and (B) limited partners holding more than 50 percent of the voting power held by all limited partners of the foreign limited partnership reside in this state. (3) A limited partnership if the partnership agreement so provides or if all general partners and a majority in interest of the limited partners determine that this article shall apply. (b) This article does not apply to limited partnership interests governed by limited partnership agreements whose terms and provisions specifically set forth the amount to be paid in respect of such interests in the event of a reorganization of the limited partnership, or to limited partnerships with 35 or fewer limited partners, unless the partnership agreement provides that this article shall apply or unless all general partners and a majority in interest of the limited partners agree that this article shall apply. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  95. 15911.33.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 11.5. Dissenting Limited Partners’ Rights [15911.20 - 15911.33] ( Article 11.5 added by Stats. 2006, Ch. 495, Sec. 20. )

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    Some limited partners cannot challenge a reorganization, except to test whether the required vote or consent was properly obtained.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 11.5. Dissenting Limited Partners’ Rights [15911.20 - 15911.33] ( Article 11.5 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 a limited partnership shall have any right at law or in equity to attack the validity of the reorganization, or to have the reorganization set aside or rescinded, except in an action to test whether the vote or consent of limited partners required to authorize or approve the reorganization has been obtained in accordance with the procedures established therefor by the partnership agreement of the limited partnership. (b) If one of the parties to a reorganization is directly or indirectly controlled by, or under common control with, another party to the reorganization, subdivision (a) shall not apply to any limited partner of such controlled party who has not demanded payment of cash for such limited partner’s interest pursuant to this article; but if such limited partner institutes any action to attack the validity of the reorganization or to have the reorganization set aside or rescinded, the limited partner shall not thereafter have any right to demand payment of cash for such limited partner’s interest pursuant to this article. (c) If one of the parties to a reorganization is directly or indirectly controlled by, or under common control with, another party to the reorganization, then, in any action to attack the validity of the reorganization or to have the reorganization set aside or rescinded, (1) a party to a reorganization which controls another party to a reorganization shall have the burden of proving that the transaction is just and reasonable as to the limited partners of the controlled party, and (2) a person who controls two or more parties to a reorganization shall have the burden of proving that the transaction is just and reasonable as to the limited partners of any party so controlled. (d) Subdivisions (b) and (c) shall not apply if a majority in interest of the limited partners other than limited partners who are directly or indirectly controlled by, or under common control with, another party to the reorganization approve or consent to the reorganization. (e) This section shall not prevent a partner of a limited partnership that is a party to a reorganization from bringing an action against a general partner of the limited partnership, the limited partnership, or any person controlling a general partner at law or in equity as to any matters (including, without limitation, an action for breach of fiduciary obligation or fraud) other than to attack the validity of the reorganization or to have the reorganization set aside or rescinded. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  96. 15912.01.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 12. Miscellaneous Provisions [15912.01 - 15912.07] ( Article 12 added by Stats. 2006, Ch. 495, Sec. 20. )

    Verify source ↗

    When applying and construing this chapter, consideration must be given to promoting uniformity of the law among states that enact it.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 12. Miscellaneous Provisions [15912.01 - 15912.07] ( Article 12 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 states that enact it. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  97. 15912.02.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 12. Miscellaneous Provisions [15912.01 - 15912.07] ( Article 12 added by Stats. 2006, Ch. 495, Sec. 20. )

    Verify source ↗

    If part of this chapter is invalid, the rest still applies when it can work without the invalid part.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 12. Miscellaneous Provisions [15912.01 - 15912.07] ( Article 12 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 applications of this chapter which can be given effect without the invalid provision or application, and to this end, the provisions of this chapter are severable. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  98. 15912.03.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 12. Miscellaneous Provisions [15912.01 - 15912.07] ( Article 12 added by Stats. 2006, Ch. 495, Sec. 20. )

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    This section says the chapter overrides the federal E-SIGN Act in general, but not Section 101(c), and it does not authorize electronic delivery of notices covered by Section 103(b).

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 12. Miscellaneous Provisions [15912.01 - 15912.07] ( Article 12 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 chapter does not modify, limit, or supersede Section 101(c) of that act or authorize electronic delivery of any of the notices described in Section 103(b) of that act. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  99. 15912.04.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 12. Miscellaneous Provisions [15912.01 - 15912.07] ( Article 12 added by Stats. 2006, Ch. 495, Sec. 20. )

    Verify source ↗

    This chapter becomes operative on January 1, 2008.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 12. Miscellaneous Provisions [15912.01 - 15912.07] ( Article 12 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 15912.04. This chapter shall become operative on January 1, 2008. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Note: This section prescribes a delayed operative date for Chapter 5.5 (later renumbered as Chapter 4.5), comprising Sections 15900 to 15912.07.)
  100. 15912.06.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 12. Miscellaneous Provisions [15912.01 - 15912.07] ( Article 12 added by Stats. 2006, Ch. 495, Sec. 20. )

    Verify source ↗

    This section sets when the chapter applies to limited partnerships and lists transition exceptions for older partnerships and certain third-party liability rules.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 12. Miscellaneous Provisions [15912.01 - 15912.07] ( Article 12 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 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 subdivisions (c) and (d), a limited partnership formed before January 1, 2008, which elects, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be subject to this chapter. (b) Except as otherwise provided in subdivision (c), on and after January 1, 2010, this chapter governs all limited partnerships. (c) With respect to a limited partnership formed before January 1, 2008, the following rules apply except as the partners otherwise elect in the manner provided in the partnership agreement or by law for amending the partnership agreement: (1) Section 15901.04(c) does not apply and the limited partnership has whatever duration it had under the law applicable immediately before January 1, 2008. (2) Sections 15906.01 and 15906.02 do not apply and a limited partner has the same right and power to dissociate from the limited partnership, with the same consequences, as existed immediately before January 1, 2008. (3) Subdivision (d) of Section 15906.03 does not apply. (4) Subdivision (e) of Section 15906.03 does not apply and a court has the same power to expel a general partner as the court had immediately before January 1, 2008. (5) Subdivision (c) of Section 15908.01 does not apply and the connection between a person’s dissociation as a general partner and the dissolution of the limited partnership is the same as existed immediately before January 1, 2008. (d) With respect to a limited partnership that elects pursuant to paragraph (2) of subdivision (a) to be subject to this chapter, after the election takes effect, the provisions of this chapter relating to the liability of the limited partnership’s general partners to third parties apply: (1) before January 1, 2010, to: (A) a third party that had not done business with the limited partnership in the year before the election took effect; and (B) a third party that had done business with the limited partnership in the year before the election took effect only if the third party knows or has received a notification of the election; and (2) on and after January 1, 2010, to all third parties, but those provisions remain inapplicable to any obligation incurred while those provisions were inapplicable under subparagraph (B) of paragraph (1). (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  101. 15912.07.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 12. Miscellaneous Provisions [15912.01 - 15912.07] ( Article 12 added by Stats. 2006, Ch. 495, Sec. 20. )

    Verify source ↗

    This section says the chapter does not change actions started, proceedings filed, or rights that accrued before the chapter became operative.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 12. Miscellaneous Provisions [15912.01 - 15912.07] ( Article 12 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 15912.07. This chapter does not affect an action commenced, proceeding brought, or right accrued before this chapter becomes operative. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  102. 16.

    ## Corporations Code - CORP ## GENERAL PROVISIONS ( General Provisions enacted by Stats. 1947, Ch. 1038. )

    Verify source ↗

    For this code section, the term “oath” includes an affirmation.

    ## Corporations Code - CORP ## GENERAL PROVISIONS ( General Provisions enacted by Stats. 1947, Ch. 1038. ) ## 16. “Oath” includes affirmation. (Enacted by Stats. 1947, Ch. 1038.)
  103. 160.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. )

    Verify source ↗

    This section defines “control” as the power to direct a corporation’s management and policies, and for certain sections also as ownership of more than 50% of voting power.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. ) ## 160. (a) Except as provided in subdivision (b), “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a corporation. (b) “Control” in Sections 181, 1001, and 1200 means the ownership directly or indirectly of shares or equity securities possessing more than 50 percent of the voting power of a domestic corporation, a foreign corporation, or an other business entity. (Amended by Stats. 1999, Ch. 437, Sec. 1. Effective January 1, 2000.)
  104. 1600.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 16. Rights of Inspection [1600 - 1605] ( Chapter 16 added by Stats. 1975, Ch. 682. )

    Verify source ↗

    Certain qualifying shareholders may inspect or copy shareholder records, and the corporation must help its transfer agent comply.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 16. Rights of Inspection [1600 - 1605] ( Chapter 16 added by Stats. 1975, Ch. 682. ) ## 1600. (a) A shareholder or shareholders holding at least 5 percent in the aggregate of the outstanding voting shares of a corporation or who hold at least 1 percent of those voting shares and have filed a Schedule 14A with the United States Securities and Exchange Commission shall have an absolute right to do either or both of the following: (1) inspect and copy the record of shareholders’ names and addresses and shareholdings during usual business hours upon five business days’ prior written demand upon the corporation, or (2) obtain from the transfer agent for the corporation, upon written demand and upon the tender of its usual charges for such a list (the amount of which charges shall be stated to the shareholder by the transfer agent upon request), a list of the shareholders’ names and addresses, who are entitled to vote for the election of directors, and their shareholdings, as of the most recent record date for which it has been compiled or as of a date specified by the shareholder subsequent to the date of demand. The list shall be made available on or before the later of five business days after the demand is received or the date specified therein as the date as of which the list is to be compiled. A corporation shall have the responsibility to cause its transfer agent to comply with this subdivision. (b) Any delay by the corporation or the transfer agent in complying with a demand under subdivision (a) beyond the time limits specified therein shall give the shareholder or shareholders properly making the demand a right to obtain from the superior court, upon the filing of a verified complaint in the proper county and after a hearing, notice of which shall be given to such persons and in such manner as the court may direct, an order postponing any shareholders’ meeting previously noticed for a period equal to the period of such delay. Such right shall be in addition to any other legal or equitable remedies to which the shareholder may be entitled. (c) The record of shareholders shall also be open to inspection and copying by any shareholder or holder of a voting trust certificate at any time during usual business hours upon written demand on the corporation, for a purpose reasonably related to such holder’s interests as a shareholder or holder of a voting trust certificate. (d) Any inspection and copying under this section may be made in person or by agent or attorney. The rights provided in this section may not be limited by the articles or bylaws. This section applies to any domestic corporation and to any foreign corporation having its principal office in California or customarily holding meetings of its board in this state. (Amended by Stats. 2022, Ch. 617, Sec. 28. (SB 1202) Effective January 1, 2023.)
  105. 1601.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 16. Rights of Inspection [1600 - 1605] ( Chapter 16 added by Stats. 1975, Ch. 682. )

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    Certain shareholders and voting trust certificate holders may inspect specified corporate records, and corporations must make those records available under the section’s conditions.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 16. Rights of Inspection [1600 - 1605] ( Chapter 16 added by Stats. 1975, Ch. 682. ) ## 1601. (a) (1) The accounting books, records, and minutes of proceedings of the shareholders and the board and committees of the board of any domestic corporation, and of any foreign corporation keeping any records in this state or having its principal office in California, or a true and accurate copy thereof if the original has been lost, destroyed, or is not normally physically located within this state shall be open to inspection at the corporation’s principal office in California, or if none, at the physical location for the corporation’s registered agent for service of process in this state, upon the written demand on the corporation of any shareholder or holder of a voting trust certificate at any reasonable time during usual business hours, for a purpose reasonably related to the holder’s interests as a shareholder or as the holder of a voting trust certificate. (2) As an alternative to the procedure in subdivision (a), the shareholder or holder of a voting trust certificate may elect to request that the corporation produce the books, records, and minutes by mail or electronically, if the shareholder or holder of a voting trust certificate pays for the reasonable costs for copying or converting the requested documents to electronic format. (3) The right of inspection created by this subdivision shall extend to the records of each subsidiary of a corporation subject to this subdivision. (b) The inspection by a shareholder or holder of a voting trust certificate may be made in person or by agent or attorney, and the right of inspection includes the right to copy and make extracts. The right of the shareholders to inspect the corporate records may not be limited by the articles or bylaws. (Amended by Stats. 2022, Ch. 617, Sec. 29. (SB 1202) Effective January 1, 2023.)
  106. 1602.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 16. Rights of Inspection [1600 - 1605] ( Chapter 16 added by Stats. 1975, Ch. 682. )

    Verify source ↗

    Directors have the absolute right to inspect and copy corporate books, records, documents, and physical properties at reasonable times.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 16. Rights of Inspection [1600 - 1605] ( Chapter 16 added by Stats. 1975, Ch. 682. ) ## 1602. Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation of which such person is a director and also of its subsidiary corporations, domestic or foreign. Such inspection by a director may be made in person or by agent or attorney and the right of inspection includes the right to copy and make extracts. This section applies to a director of any foreign corporation having its principal office in California or customarily holding meetings of its board in California. (Amended by Stats. 2022, Ch. 617, Sec. 30. (SB 1202) Effective January 1, 2023.)
  107. 1603.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 16. Rights of Inspection [1600 - 1605] ( Chapter 16 added by Stats. 1975, Ch. 682. )

    Verify source ↗

    If inspection is refused, the superior court may enforce inspection or appoint inspectors/accountants; corporate officers and agents must produce books and documents, and noncompliance may lead to contempt.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 16. Rights of Inspection [1600 - 1605] ( Chapter 16 added by Stats. 1975, Ch. 682. ) ## 1603. (a) Upon refusal of a lawful demand for inspection, the superior court of the proper county, may enforce the right of inspection with just and proper conditions or may, for good cause shown, appoint one or more competent inspectors or accountants to audit the books and records kept in this state and investigate the property, funds and affairs of any domestic corporation or any foreign corporation keeping records in this state and of any subsidiary corporation thereof, domestic or foreign, keeping records in this state and to report thereon in such manner as the court may direct. (b) All officers and agents of the corporation shall produce to the inspectors or accountants so appointed all books and documents in their custody or power, under penalty of punishment for contempt of court. (c) All expenses of the investigation or audit shall be defrayed by the applicant unless the court orders them to be paid or shared by the corporation. (Amended by Stats. 1976, Ch. 641.)
  108. 1604.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 16. Rights of Inspection [1600 - 1605] ( Chapter 16 added by Stats. 1975, Ch. 682. )

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    If a corporation fails without justification to comply with a proper demand in a Section 1600 or 1601 action, the court may order reimbursement of the shareholder’s or voting trust certificate holder’s reasonable expenses, including attorneys’ fees.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 16. Rights of Inspection [1600 - 1605] ( Chapter 16 added by Stats. 1975, Ch. 682. ) ## 1604. In any action or proceeding under Section 1600 or Section 1601, if the court finds the failure of the corporation to comply with a proper demand thereunder was without justification, the court may award an amount sufficient to reimburse the shareholder or holder of a voting trust certificate for the reasonable expenses incurred by such holder, including attorneys’ fees, in connection with such action or proceeding. (Added by Stats. 1975, Ch. 682.)
  109. 1605.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 16. Rights of Inspection [1600 - 1605] ( Chapter 16 added by Stats. 1975, Ch. 682. )

    Verify source ↗

    If a record that must be open to inspection is not kept in written form, the corporation does not satisfy an inspection request until it makes the record available in written form at its own expense.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 16. Rights of Inspection [1600 - 1605] ( Chapter 16 added by Stats. 1975, Ch. 682. ) ## 1605. If any record subject to inspection pursuant to this chapter is not maintained in written form, a request for inspection is not complied with unless and until the corporation at its expense makes such record available in written form. (Added by Stats. 1975, Ch. 682.)
  110. 161.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. )

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    “Constituent corporation” means a corporation merged with or into other corporations or business entities, including a surviving corporation.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. ) ## 161. “Constituent corporation” means a corporation which is merged with or into one or more other corporations or one or more other business entities and includes a surviving corporation. (Amended by Stats. 1994, Ch. 1200, Sec. 9. Effective September 30, 1994.)
  111. 161.5.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. )

    Verify source ↗

    This section defines “constituent limited partnership” as a limited partnership merged with one or more corporations, including the surviving limited partnership.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. ) ## 161.5. “Constituent limited partnership” means a limited partnership which is merged with one or more corporations and includes the surviving limited partnership. (Added by Stats. 1993, Ch. 543, Sec. 2. Effective January 1, 1994.)
  112. 161.7.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. )

    Verify source ↗

    This section defines “constituent other business entity” as an other business entity merged with one or more corporations, including the surviving other business entity.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. ) ## 161.7. “Constituent other business entity” means an other business entity that is merged with or into one or more corporations and includes the surviving other business entity. (Added by Stats. 1994, Ch. 1200, Sec. 10. Effective September 30, 1994.)
  113. 161.9.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. )

    Verify source ↗

    “Conversion” means a conversion under Chapter 11.5, starting with Section 1150.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. ) ## 161.9. “Conversion” means a conversion pursuant to Chapter 11.5 (commencing with Section 1150). (Added by Stats. 2002, Ch. 480, Sec. 1. Effective January 1, 2003.)
  114. 16100.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 1. General Provisions [16100 - 16114] ( Article 1 added by Stats. 1996, Ch. 1003, Sec. 2. )

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    This chapter may be cited as the Uniform Partnership Act of 1994.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 1. General Provisions [16100 - 16114] ( Article 1 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 16100. This chapter may be cited as the Uniform Partnership Act of 1994. (Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
  115. 16102.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 1. General Provisions [16100 - 16114] ( Article 1 added by Stats. 1996, Ch. 1003, Sec. 2. )

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    This section defines when a person knows, has notice of, or receives a notification of a fact, and when a partner’s knowledge is treated as the partnership’s knowledge.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 1. General Provisions [16100 - 16114] ( Article 1 added by Stats. 1996, Ch. 1003, Sec. 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 it. (2) The person has received a notification of it. (3) The person has reason to know it exists from all of the facts known to the person at the time in question. (4) Subdivision (f) of Section 16953 or subdivision (f) of Section 16959 as applicable. (c) A person notifies or gives a notification to another by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person knows of it. (d) A person receives a notification when either of the following apply: (1) The person knows of the notification. (2) The notification is duly delivered at the person’s place of business or at any other place held out by the person as a place for receiving communications. (e) Except as otherwise provided in subdivision (f), a person other than an individual knows, has notice, or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction knows, has notice, or receives a notification of the fact, or in any event when the fact would have been brought to the individual’s attention if the person had exercised reasonable diligence. The person exercises reasonable diligence if it maintains reasonable routines for communicating significant information to the individual conducting the transaction and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual’s regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information. (f) A partner’s knowledge, notice, or receipt of a notification of a fact relating to the partnership is effective immediately as knowledge by, notice to, or receipt of a notification by the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner. (Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
  116. 16103.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 1. General Provisions [16100 - 16114] ( Article 1 added by Stats. 1996, Ch. 1003, Sec. 2. )

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    The partnership agreement generally governs relations among partners and the partnership, but it cannot override several listed limits.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 1. General Provisions [16100 - 16114] ( Article 1 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 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 agreement. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership. (b) The partnership agreement may not do any of the following: (1) Vary the rights and duties under Section 16105 except to eliminate the duty to provide copies of statements to all of the partners. (2) Unreasonably restrict the right of access to books and records under subdivision (b) of Section 16403, or the right to be furnished with information under subdivision (c) of Section 16403. (3) Eliminate the duty of loyalty under subdivision (b) of Section 16404 or paragraph (3) of subdivision (b) of Section 16603, but, if not manifestly unreasonable, may do either of the following: (A) The partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty. (B) All of the partners or a number or percentage specified in the partnership agreement may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty. (4) Unreasonably reduce the duty of care under subdivision (c) of Section 16404 or paragraph (3) of subdivision (b) of Section 16603. (5) Eliminate the obligation of good faith and fair dealing under subdivision (d) of Section 16404, but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable. (6) Vary the power to dissociate as a partner under subdivision (a) Section 16602, except to require the notice under paragraph (1) of Section 16601 to be in writing. (7) Vary the right of a court to expel a partner in the events specified in paragraph (5) of Section 16601. (8) Vary the requirement to wind up the partnership business in cases specified in paragraph (4), (5), or (6) of Section 16801. (9) Restrict rights of third parties under this chapter. (10) Vary the law applicable to a registered limited liability partnership under subdivision (b) of Section 16106. (Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
  117. 16104.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 1. General Provisions [16100 - 16114] ( Article 1 added by Stats. 1996, Ch. 1003, Sec. 2. )

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    This section says general principles of law and equity fill in this chapter unless a specific rule in the chapter overrides them, and unspecified interest rates default to Civil Code Section 3289.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 1. General Provisions [16100 - 16114] ( Article 1 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 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 arises under this chapter and the rate is not specified, the rate is that specified in Section 3289 of the Civil Code. (Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
  118. 16105.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 1. General Provisions [16100 - 16114] ( Article 1 added by Stats. 1996, Ch. 1003, Sec. 2. )

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    This section lets certain partnership statements be filed, requires some filings and declarations, and gives the Secretary of State fee and cancellation powers.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 1. General Provisions [16100 - 16114] ( Article 1 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 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 in the office of the Secretary of State. Either filing has the effect provided in this chapter with respect to partnership property located in or transactions that occur in this state. (b) A certified copy of a statement that has been filed in the office of the Secretary of State and recorded in the office for recording transfers of real property has the effect provided for recorded statements in this chapter. A recorded statement that is not a certified copy of a statement filed in the office of the Secretary of State does not have the effect provided for recorded statements in this chapter. (c) A statement filed by a partnership shall be executed by at least two partners. Other statements shall be executed by a partner or other person authorized by this chapter. An individual who executes a statement as, or on behalf of, a partner or other person named as a partner in a statement shall personally declare under penalty of perjury that the contents of the statement are accurate. (d) A person authorized by this chapter to file a statement may amend or cancel the statement by filing an amendment or cancellation that names the partnership, identifies the statement, and states the substance of the amendment or cancellation. (e) A person who files a statement pursuant to this section shall promptly send a copy of the statement to every nonfiling partner and to any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or other person does not limit the effectiveness of the statement as to a person not a partner. (f) The Secretary of State may collect a fee for filing or providing a certified copy of a statement. The officer responsible for recording transfers of real property may collect a fee for recording a statement. (g) The Secretary of State may cancel a statement, including a statement effecting a conversion, if a check or other remittance accepted in payment of the filing fee is not paid upon presentation. Within 90 days of receiving written notification that the item presented for payment has not been honored for payment, the Secretary of State shall give a first written notice of the applicability of the section to the partners, or the appointed agent, or to the person submitting the instrument. Thereafter, if the amount has not been paid by cashier’s check or equivalent, the Secretary of State shall give a second written notice of cancellation and the cancellation shall thereupon be effective. The second notice shall be given 20 days or more after the first notice. (Amended by Stats. 2022, Ch. 617, Sec. 100. (SB 1202) Effective January 1, 2023.)
  119. 16106.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 1. General Provisions [16100 - 16114] ( Article 1 added by Stats. 1996, Ch. 1003, Sec. 2. )

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    This section says which law governs partnership relations, with an exception for registered limited liability partnerships.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 1. General Provisions [16100 - 16114] ( Article 1 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 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 office governs relations among the partners and between the partners and the partnership. (b) With respect to a registered limited liability partnership, the law of this state shall govern relations among the partners and between the partners and the partnership, and the liability of partners for obligations of the partnership. (Amended by Stats. 2022, Ch. 617, Sec. 101. (SB 1202) Effective January 1, 2023.)
  120. 16107.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 1. General Provisions [16100 - 16114] ( Article 1 added by Stats. 1996, Ch. 1003, Sec. 2. )

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    A partnership governed by this chapter is subject to later amendments or repeal of the chapter.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 1. General Provisions [16100 - 16114] ( Article 1 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 16107. A partnership governed by this chapter is subject to any amendment to or repeal of this chapter. (Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
  121. 16108.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 1. General Provisions [16100 - 16114] ( Article 1 added by Stats. 1996, Ch. 1003, Sec. 2. )

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    This section says the chapter should be applied and interpreted to make the partnership law uniform across states that adopt it, except for provisions specifically about registered and foreign limited liability partnerships.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 1. General Provisions [16100 - 16114] ( Article 1 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 16108. Except with respect to the provisions of this chapter specifically relating to registered limited liability partnerships and foreign limited liability partnerships, this chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it. (Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
  122. 16109.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 1. General Provisions [16100 - 16114] ( Article 1 added by Stats. 1996, Ch. 1003, Sec. 2. )

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    This section says certain partnership-related rights and duties remain fully effective even if the Probate Code says something different, and it otherwise does not change the Probate Code.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 1. General Provisions [16100 - 16114] ( Article 1 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 16109. The rights and duties of surviving partners, the legal representatives of deceased partners, the creditors of such partners, and the creditors of the partnership created by or defined in this chapter shall be given full force and effect notwithstanding any inconsistent provisions of the Probate Code, but nothing in this chapter shall otherwise affect any provision of the Probate Code. (Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
  123. 16110.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 1. General Provisions [16100 - 16114] ( Article 1 added by Stats. 1996, Ch. 1003, Sec. 2. )

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    If part of this chapter is invalid, the rest still applies if it can work without the invalid part.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 1. General Provisions [16100 - 16114] ( Article 1 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 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 applications of this chapter that can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable. (Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
  124. 16111.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 1. General Provisions [16100 - 16114] ( Article 1 added by Stats. 1996, Ch. 1003, Sec. 2. )

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    This section sets when this chapter applies to partnerships, including a transitional rule before January 1, 1999 and full application on and after that date.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 1. General Provisions [16100 - 16114] ( Article 1 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 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 chapter, unless that partnership is continuing the business of a dissolved partnership under Section 15041, or (2) before the effective date of this chapter if that partnership elects, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be governed by this chapter. (b) On and after January 1, 1999, this chapter governs all partnerships. (c) Except with respect to the provisions of this chapter specifically relating to registered limited liability partnerships and foreign limited liability partnerships, the provisions of this chapter relating to the liability of the partnership’s partners to third parties apply to limit those partners’ liability to a third party who had done business with the partnership within one year preceding the partnership’s election to be governed by this chapter, only if the third party knows or has received a notification of the partnership’s election to be governed by this chapter. (Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
  125. 16112.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 1. General Provisions [16100 - 16114] ( Article 1 added by Stats. 1996, Ch. 1003, Sec. 2. )

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    This chapter does not change actions or proceedings started before it takes effect, or rights that already accrued.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 1. General Provisions [16100 - 16114] ( Article 1 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 16112. This chapter does not affect an action or proceeding commenced or right accrued before this chapter takes effect. (Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
  126. 16113.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 1. General Provisions [16100 - 16114] ( Article 1 added by Stats. 1996, Ch. 1003, Sec. 2. )

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    This section sets filing fees for partnership statements and provides no fee for filing a dissolution statement to cancel a partnership statement.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 1. General Provisions [16100 - 16114] ( Article 1 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 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 be charged, the fee for filing any partnership statement pursuant to this chapter is thirty dollars ($30). (c) There is no fee for filing a statement of dissolution for the purposes of canceling a statement of partnership. (Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
  127. 16114.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 1. General Provisions [16100 - 16114] ( Article 1 added by Stats. 1996, Ch. 1003, Sec. 2. )

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    This section sets a $50 fee for acceptance of copies of process in the specified foreign partnership cases, unless another law sets a different fee or says no fee may be charged.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 1. General Provisions [16100 - 16114] ( Article 1 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 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 foreign partnership or limited partnership pursuant to subdivision (b) of Section 16906 is fifty dollars ($50) for each surviving foreign partnership or limited partnership general partnership upon whom service is sought. (Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
  128. 162.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. )

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    “Corporation” means only a corporation organized under this division, or one subject to this division under Section 102(a), unless the text expressly provides otherwise.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. ) ## 162. “Corporation”, unless otherwise expressly provided, refers only to a corporation organized under this division or a corporation subject to this division under the provisions of subdivision (a) of Section 102. (Amended by Stats. 1976, Ch. 641.)
  129. 16201.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 2. Nature of Partnership [16201 - 16204] ( Article 2 added by Stats. 1996, Ch. 1003, Sec. 2. )

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    A partnership is a separate entity from its partners.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 2. Nature of Partnership [16201 - 16204] ( Article 2 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 16201. A partnership is an entity distinct from its partners. (Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
  130. 16202.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 2. Nature of Partnership [16201 - 16204] ( Article 2 added by Stats. 1996, Ch. 1003, Sec. 2. )

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    This section says when an association counts as a partnership, and lists situations that by themselves do not establish one.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 2. Nature of Partnership [16201 - 16204] ( Article 2 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 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, whether or not the persons intend to form a partnership. (b) An association formed under a statute other than this chapter, a predecessor statute, or a comparable statute of another jurisdiction is not a partnership under this chapter. (c) In determining whether a partnership is formed, the following rules apply: (1) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not by itself establish a partnership, even if the coowners share profits made by the use of the property. (2) The sharing of gross returns does not by itself establish a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived. (3) A person who receives a share of the profits of a business is presumed to be a partner in the business, unless the profits were received for any of the following reasons: (A) In payment of a debt by installments or otherwise. (B) In payment for services as an independent contractor or of wages or other compensation to an employee. (C) In payment of rent. (D) In payment of an annuity or other retirement benefit to a beneficiary, representative, or designee of a deceased or retired partner. (E) In payment of interest or other charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral, or rights to income, proceeds, or increase in value derived from the collateral. (F) In payment for the sale of the goodwill of a business or other property by installments or otherwise. (Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
  131. 16203.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 2. Nature of Partnership [16201 - 16204] ( Article 2 added by Stats. 1996, Ch. 1003, Sec. 2. )

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    Property acquired by a partnership belongs to the partnership, not to the individual partners.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 2. Nature of Partnership [16201 - 16204] ( Article 2 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 16203. Property acquired by a partnership is property of the partnership and not of the partners individually. (Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
  132. 16204.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 2. Nature of Partnership [16201 - 16204] ( Article 2 added by Stats. 1996, Ch. 1003, Sec. 2. )

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    This section says when property is treated as partnership property or separate property based on how it was acquired and how title was taken.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 2. Nature of Partnership [16201 - 16204] ( Article 2 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 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 the instrument transferring title to the property of the person’s capacity as a partner or of the existence of a partnership but without an indication of the name of the partnership. (b) Property is acquired in the name of the partnership by a transfer to either of the following: (1) The partnership in its name. (2) One or more partners in their capacity as partners in the partnership, if the name of the partnership is indicated in the instrument transferring title to the property. (c) Property is presumed to be partnership property if purchased with partnership assets, even if not acquired in the name of the partnership or of one or more partners with an indication in the instrument transferring title to the property of the person’s capacity as a partner or of the existence of a partnership. (d) Property acquired in the name of one or more of the partners, without an indication in the instrument transferring title to the property of the person’s capacity as a partner or of the existence of a partnership and without use of partnership assets, is presumed to be separate property, even if used for partnership purposes. (Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
  133. 163.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. )

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    This section defines when a corporation is a “corporation subject to the Banking Law.”

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. ) ## 163. “Corporation subject to the Banking Law” (Division 1.1 (commencing with Section 1000) of the Financial Code) means: (a) Any corporation which, with the approval of the Commissioner of Financial Protection and Innovation, is incorporated for the purpose of engaging in, or which is authorized by the Commissioner of Financial Protection and Innovation to engage in, the commercial banking business under Division 1.1 (commencing with Section 1000) of the Financial Code. (b) Any corporation which, with the approval of the Commissioner of Financial Protection and Innovation, is incorporated for the purpose of engaging in, or which is authorized by the Commissioner of Financial Protection and Innovation to engage in, the industrial banking business under Division 1.1 (commencing with Section 1000) of the Financial Code. (c) Any corporation (other than a corporation described in subdivision (d)) which, with the approval of the Commissioner of Financial Protection and Innovation, is incorporated for the purpose of engaging in, or which is authorized by the Commissioner of Financial Protection and Innovation to engage in, the trust business under Division 1.1 (commencing with Section 1000) of the Financial Code. (d) Any corporation which is authorized by the Commissioner of Financial Protection and Innovation and the Commissioner of Insurance to maintain a title insurance department to engage in title insurance business and a trust department to engage in trust business; or (e) Any corporation which, with the approval of the Commissioner of Financial Protection and Innovation, is incorporated for the purpose of engaging in, or which is authorized by the Commissioner of Financial Protection and Innovation to engage in, business under Article 1 (commencing with Section 1850), Chapter 21, Division 1.1 of the Financial Code. (Amended by Stats. 2022, Ch. 452, Sec. 43. (SB 1498) Effective January 1, 2023.)
  134. 163.1.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. )

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    This section defines “cumulative dividends in arrears” for use in Sections 500 and 506.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. ) ## 163.1. For purposes of subdivision (b) of Section 500 and subdivision (b) of Section 506, “cumulative dividends in arrears” means only cumulative dividends that have not been paid as required on a scheduled payment date set forth in, or determined pursuant to, the articles of incorporation, regardless of whether those dividends had been declared prior to that scheduled payment date. (Amended by Stats. 2011, Ch. 203, Sec. 1. (AB 571) Effective January 1, 2012.)
  135. 16301.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 3. Relations of Partners to Persons Dealing with Partnership [16301 - 16310] ( Article 3 added by Stats. 1996, Ch. 1003, Sec. 2. )

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    Each partner is an agent of the partnership for its business, and a partner’s ordinary-course acts can bind the partnership unless the partner lacked authority and the other party knew or was notified. Non-ordinary-course acts bind the partnership only if the other partners authorized them.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 3. Relations of Partners to Persons Dealing with Partnership [16301 - 16310] ( Article 3 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 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 for the purpose of its business. An act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership, unless the partner had no authority to act for the partnership in the particular matter and the person with whom the partner was dealing knew or had received a notification that the partner lacked authority. (2) An act of a partner that is not apparently for carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership only if the act was authorized by the other partners. (Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
  136. 16302.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 3. Relations of Partners to Persons Dealing with Partnership [16301 - 16310] ( Article 3 added by Stats. 1996, Ch. 1003, Sec. 2. )

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    This section explains who can transfer partnership property, when a partnership can recover property after an unauthorized transfer, and what happens when one person holds all partners’ interests.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 3. Relations of Partners to Persons Dealing with Partnership [16301 - 16310] ( Article 3 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 16302. (a) Partnership property may be transferred as follows: (1) Subject to the effect of a statement of partnership authority under Section 16303, partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partnership name. (2) Partnership property held in the name of one or more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held. (3) Partnership property held in the name of one or more persons other than the partnership, without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held. (b) A partnership may recover partnership property from a transferee only if it proves that execution of the instrument of initial transfer did not bind the partnership under Section 16301 and either of the following applies: (1) As to a subsequent transferee who gave value for property transferred under paragraph (1) or (2) of subdivision (a), proves that the subsequent transferee knew or had received a notification that the person who executed the instrument of initial transfer lacked authority to bind the partnership. (2) As to a transferee who gave value for property transferred under paragraph (3) of subdivision (a), proves that the transferee knew or had received a notification that the property was partnership property and that the person who executed the instrument of initial transfer lacked authority to bind the partnership. (c) A partnership may not recover partnership property from a subsequent transferee if the partnership would not have been entitled to recover the property, under subdivision (b), from any earlier transferee of the property. (d) If a person holds all of the partners’ interests in the partnership, all of the partnership property vests in that person. The person may execute a document in the name of the partnership to evidence vesting of the property in that person and may file or record the document. (Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
  137. 16303.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 3. Relations of Partners to Persons Dealing with Partnership [16301 - 16310] ( Article 3 added by Stats. 1996, Ch. 1003, Sec. 2. )

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    A partnership may file a statement of partnership authority, and that statement can list partner authority and limits; if it names an agent, the agent must keep partner contact information available on request.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 3. Relations of Partners to Persons Dealing with Partnership [16301 - 16310] ( Article 3 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 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 following: (A) The name of the partnership. (B) The street address of its principal office and of one principal office in California, if there is one. (C) The mailing address of its principal office, if different from the street addresses specified pursuant to subparagraph (B). (D) The names and mailing addresses of all of the partners or of an agent appointed and maintained by the partnership for the purpose of subdivision (b). (E) The names of the partners authorized to execute an instrument transferring real property held in the name of the partnership. (2) The statement may specify the authority, or limitations on the authority, of some or all of the partners to enter into other transactions on behalf of the partnership and any other matter. (b) If a statement of partnership authority names an agent, the agent shall maintain a list of the names and mailing addresses of all of the partners and make it available to any person on request for good cause shown. (c) If a filed statement of partnership authority is executed pursuant to subdivision (c) of Section 16105 and states the name of the partnership but does not contain all of the other information required by subdivision (a), the statement nevertheless operates with respect to a person not a partner as provided in subdivisions (d) and (e). (d) A filed statement of partnership authority supplements the authority of a partner to enter into transactions on behalf of the partnership as follows: (1) Except for transfers of real property, a grant of authority contained in a filed statement of partnership authority is conclusive in favor of a person who gives value without knowledge to the contrary, so long as and to the extent that a limitation on that authority is not then contained in another filed statement. A filed cancellation of a limitation on authority revives the previous grant of authority. (2) A grant of authority to transfer real property held in the name of the partnership contained in a certified copy of a filed statement of partnership authority recorded in the office for recording transfers of that real property is conclusive in favor of a person who gives value without knowledge to the contrary, so long as and to the extent that a certified copy of a filed statement containing a limitation on that authority is not then of record in the office for recording transfers of that real property. The recording in the office for recording transfers of that real property of a certified copy of a filed cancellation of a limitation on authority revives the previous grant of authority. (e) A person not a partner is deemed to know of a limitation on the authority of a partner to transfer real property held in the name of the partnership if a certified copy of the filed statement containing the limitation on authority is of record in the office for recording transfers of that real property. (f) Except as otherwise provided in subdivisions (d) and (e) and Sections 16704 and 16805, a person not a partner is not deemed to know of a limitation on the authority of a partner merely because the limitation is contained in a filed statement. (Amended by Stats. 2022, Ch. 617, Sec. 102. (SB 1202) Effective January 1, 2023.)
  138. 16304.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 3. Relations of Partners to Persons Dealing with Partnership [16301 - 16310] ( Article 3 added by Stats. 1996, Ch. 1003, Sec. 2. )

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    A partner or person named as a partner may file a statement of denial.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 3. Relations of Partners to Persons Dealing with Partnership [16301 - 16310] ( Article 3 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 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 Section 16303 may file a statement of denial stating the name of the partnership as filed with the Secretary of State, any identification number issued by the Secretary of State, and the fact that is being denied, that may include denial of a person’s authority or status as a partner. A statement of denial is a limitation on authority as provided in subdivisions (d) and (e) of Section 16303. (Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
  139. 16305.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 3. Relations of Partners to Persons Dealing with Partnership [16301 - 16310] ( Article 3 added by Stats. 1996, Ch. 1003, Sec. 2. )

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    A partnership is liable for losses, injuries, or penalties caused by a partner’s wrongful or other actionable conduct when the partner acts in the ordinary course of business or with the partnership’s authority.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 3. Relations of Partners to Persons Dealing with Partnership [16301 - 16310] ( Article 3 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 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 conduct, of a partner acting in the ordinary course of business of the partnership or with authority of the partnership. (b) If, in the course of the partnership’s business or while acting with authority of the partnership, a partner receives or causes the partnership to receive money or property of a person not a partner, and the money or property is misapplied by a partner, the partnership is liable for the loss. (Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
  140. 16306.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 3. Relations of Partners to Persons Dealing with Partnership [16301 - 16310] ( Article 3 added by Stats. 1996, Ch. 1003, Sec. 2. )

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    This section sets when partners are liable for partnership debts and when liability is limited, especially for registered limited liability partnerships.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 3. Relations of Partners to Persons Dealing with Partnership [16301 - 16310] ( Article 3 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 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 otherwise agreed by the claimant or provided by law. (b) A person admitted as a partner into an existing partnership is not personally liable for any partnership obligation incurred before the person’s admission as a partner. (c) Notwithstanding any other section of this chapter, and subject to subdivisions (d), (e), (f), and (h), a partner in a registered limited liability partnership is not liable or accountable, directly or indirectly, including by way of indemnification, contribution, assessment, or otherwise, for debts, obligations, or liabilities of or chargeable to the partnership or another partner in the partnership, whether arising in tort, contract, or otherwise, that are incurred, created, or assumed by the partnership while the partnership is a registered limited liability partnership, by reason of being a partner or acting in the conduct of the business or activities of the partnership. (d) Notwithstanding subdivision (c), all or certain specified partners of a registered limited liability partnership, if the specified partners agree, may be liable in their capacity as partners for all or specified debts, obligations, or liabilities of the registered limited liability partnership if the partners possessing a majority of the interests of the partners in the current profits of the partnership, or a different vote as may be required in the partnership agreement, specifically agreed to the specified debts, obligations, or liabilities in writing, prior to the debt, obligation, or liability being incurred. That specific agreement may be modified or revoked if the partners possessing a majority of the interests of the partners in the current profits of the partnership, or a different vote as may be required in the partnership agreement, agree to the modification or revocation in writing; provided, however, that a modification or revocation shall not affect the liability of a partner for any debts, obligations, or liabilities of a registered limited liability partnership incurred, created, or assumed by the registered limited liability partnership prior to the modification or revocation. (e) Nothing in subdivision (c) shall be construed to affect the liability of a partner of a registered limited liability partnership to third parties for that partner’s tortious conduct. (f) The limitation of liability in subdivision (c) shall not apply to claims based upon acts, errors, or omissions arising out of the rendering of professional limited liability partnership services of a registered limited liability partnership providing legal services unless that partnership has a currently effective certificate of registration issued by the State Bar. (g) A partner in a registered limited liability partnership is not a proper party to a proceeding by or against a registered limited liability partnership in which personal liability for partnership debts, obligations, or liabilities is asserted against the partner, unless that partner is personally liable under subdivision (d) or (e). (h) Nothing in this section shall affect or impair the ability of a partner to act as a guarantor or surety for, provide collateral for or otherwise be liable for, the debts, obligations, or liabilities of a registered limited liability partnership. (Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
  141. 16307.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 3. Relations of Partners to Persons Dealing with Partnership [16301 - 16310] ( Article 3 added by Stats. 1996, Ch. 1003, Sec. 2. )

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    A partnership can sue and be sued in its own name, and actions can be brought against the partnership and partners together or separately, subject to one referenced exception. A partnership judgment does not automatically reach a partner’s assets, and a creditor of a partner generally cannot levy on partner assets for partnership debts unless one of the listed conditions applies.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 3. Relations of Partners to Persons Dealing with Partnership [16301 - 16310] ( Article 3 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 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 brought against the partnership and any or all of the partners in the same action or in separate actions. (c) A judgment against a partnership is not by itself a judgment against a partner. A judgment against a partnership may not be satisfied from a partner’s assets unless there is also a judgment against the partner. (d) A judgment creditor of a partner may not levy execution against the assets of the partner to satisfy a judgment based on a claim against the partnership unless any of the following apply: (1) A judgment based on the same claim has been obtained against the partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part. (2) The partnership is a debtor in bankruptcy. (3) The partner has agreed that the creditor need not exhaust partnership assets. (4) A court grants permission to the judgment creditor to levy execution against the assets of a partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of partnership assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court’s equitable powers. (5) Liability is imposed on the partner by law or contract independent of the existence of the partnership. (e) This section applies to any partnership liability or obligation resulting from a representation by a partner or purported partner under Section 16308. (Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
  142. 16308.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 3. Relations of Partners to Persons Dealing with Partnership [16301 - 16310] ( Article 3 added by Stats. 1996, Ch. 1003, Sec. 2. )

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    This section says a person who holds themselves out as a partner, or allows another to represent them that way, can be liable to people who rely on that representation and enter transactions.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 3. Relations of Partners to Persons Dealing with Partnership [16301 - 16310] ( Article 3 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 16308. Except with respect to registered limited liability partnerships and foreign limited liability partnerships: (a) If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one or more persons not partners, the purported partner is liable to a person to whom the representation is made, if that person, relying on the representation, enters into a transaction with the actual or purported partnership. If the representation, either by the purported partner or by a person with the purported partner’s consent, is made in a public manner, the purported partner is liable to a person who relies upon the purported partnership even if the purported partner is not aware of being held out as a partner to the claimant. If partnership liability results, the purported partner is liable with respect to that liability as if the purported partner were a partner. If no partnership liability results, the purported partner is liable with respect to that liability jointly and severally with any other person consenting to the representation. (b) If a person is thus represented to be a partner in an existing partnership, or with one or more persons not partners, the purported partner is an agent of persons consenting to the representation to bind them to the same extent and in the same manner as if the purported partner were a partner, with respect to persons who enter into transactions in reliance upon the representation. If all of the partners of the existing partnership consent to the representation, a partnership act or obligation results. If fewer than all of the partners of the existing partnership consent to the representation, the person acting and the partners consenting to the representation are jointly and severally liable. (c) A person is not liable as a partner merely because the person is named by another in a statement of partnership authority. (d) A person does not continue to be liable as a partner merely because of a failure to file a statement of dissociation or to amend a statement of partnership authority to indicate the partner’s dissociation from the partnership. (e) Except as otherwise provided in subdivisions (a) and (b), persons who are not partners as to each other are not liable as partners to other persons. (Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
  143. 16309.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 3. Relations of Partners to Persons Dealing with Partnership [16301 - 16310] ( Article 3 added by Stats. 1996, Ch. 1003, Sec. 2. )

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    A partnership may name a service-of-process agent, and the agent may resign by filing a signed statement with the Secretary of State. If the agent changes or stops qualifying, the partnership or foreign partnership must promptly file an amended statement naming a new agent.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 3. Relations of Partners to Persons Dealing with Partnership [16301 - 16310] ( Article 3 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 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 corporation that has complied with Section 1505 and whose capacity to act as an agent has not terminated. If an individual is designated, the statement shall include that person’s complete business or residence street address in this state. If a corporate agent is designated, no address for that agent shall be set forth. (b) An agent designated for service of process may deliver to the Secretary of State, on a form prescribed by the Secretary of State for filing, a signed and acknowledged written statement of resignation as an agent for service of process containing the name of the partnership and the Secretary of State’s file number of the partnership. On filing of the statement of resignation, the authority of the agent to act in that capacity shall cease and the Secretary of State shall mail or otherwise provide written notice of the filing of the statement of resignation to the partnership at its principal office. (c) The resignation of an agent may be effective if, on a form prescribed by the Secretary of State containing the name of the partnership and the Secretary of State’s file number for the partnership and the name of the agent for service of process, the agent disclaims having been properly appointed as the agent. (d) If an individual who has been designated agent for service of process dies or resigns or no longer resides in the state, or if the corporate agent for that purpose resigns, dissolves, withdraws from the state, forfeits its right to transact intrastate business, has its corporate rights, powers, and privileges suspended, or ceases to exist, the partnership or foreign partnership shall promptly file an amended statement of partnership authority, designating a new agent. (e) The Secretary of State may destroy or otherwise dispose of any statement of resignation filed pursuant to this section after a new statement of partnership authority is filed pursuant to Section 16303 replacing the agent for service of process that has resigned. (Amended by Stats. 2022, Ch. 617, Sec. 103. (SB 1202) Effective January 1, 2023.)
  144. 16310.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 3. Relations of Partners to Persons Dealing with Partnership [16301 - 16310] ( Article 3 added by Stats. 1996, Ch. 1003, Sec. 2. )

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    This section explains how process may be served on a partnership and what the Secretary of State must do when service is made through that office.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 3. Relations of Partners to Persons Dealing with Partnership [16301 - 16310] ( Article 3 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 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 (commencing with Section 413.10) of Title 5 of Part 2 of the Code of Civil Procedure. (b) Personal service of a copy of any process against the partnership by delivery to an individual designated by it as agent, or if the designated agent is a corporation, to a person named in the latest certificate of the corporate agent filed pursuant to Section 1505 at the office of the corporate agent, shall constitute valid service on the partnership. (c) No change in the address of the agent for service of process or appointment of a new agent for service of process shall be effective until an amendment to the statement of partnership authority is filed. (d) (1) If an agent for service of process has resigned and has not been replaced, or if the designated agent cannot with reasonable diligence be found at the address designated for personal delivery of the process, and it is shown by affidavit to the satisfaction of the court that process against a partnership cannot be served with reasonable diligence upon the designated agent by hand in the manner provided in Section 415.10, subdivision (a) of Section 415.20, or subdivision (a) of Section 415.30 of the Code of Civil Procedure, the court may make an order that the service shall be made on a partnership by delivering by hand to the Secretary of State, or to any person employed in the Secretary of State’s office in the capacity of assistant or deputy, one copy of the process for each defendant to be served, together with a copy of the order authorizing the service. Service in this manner shall be deemed complete on the 10th day after delivery of the process to the Secretary of State. (2) Upon receipt of the copy of process and the fee for service, the Secretary of State shall give notice of the service of the process to the partnership, at its principal office, by forwarding to that office, by registered mail with request for return receipt, the copy of the process. (3) The Secretary of State shall keep a record of all process served on the Secretary of State under this section and shall record therein the time of service and the action taken by the Secretary of State. A certificate under the Secretary of State’s official seal, certifying to the receipt of process, the giving of notice to the partnership, and the forwarding of the process pursuant to this section, shall be competent and prima facie evidence of the service of process. (Amended by Stats. 2022, Ch. 617, Sec. 104. (SB 1202) Effective January 1, 2023.)
  145. 164.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. )

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    “Directors” means the natural persons designated in the articles, elected by the incorporators, or otherwise designated, elected, or appointed to act as directors, including their successors.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. ) ## 164. “Directors” means natural persons designated in the articles as such or elected by the incorporators and natural persons designated, elected or appointed by any other name or title to act as directors, and their successors. (Amended by Stats. 1976, Ch. 641.)
  146. 16401.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 4. Relations of Partners to Each Other and to Partnership [16401 - 16406] ( Article 4 added by Stats. 1996, Ch. 1003, Sec. 2. )

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    This section sets how partnership profits, losses, accounts, management rights, reimbursement, and partner consent work.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 4. Relations of Partners to Each Other and to Partnership [16401 - 16406] ( Article 4 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 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 other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner’s share of the partnership profits. (2) Subject to Sections 16306 and 16957, charged with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, distributed by the partnership to the partner and the partner’s share of the partnership losses. (b) Each partner is entitled to an equal share of the partnership profits and, subject to Sections 16306 and 16957, is chargeable with a share of the partnership losses in proportion to the partner’s share of the profits. (c) A partnership shall reimburse a partner for payments made and indemnify a partner for liabilities incurred by the partner in the ordinary course of the business of the partnership or for the preservation of its business or property. (d) A partnership shall reimburse a partner for an advance to the partnership beyond the amount of capital the partner agreed to contribute. (e) A payment or advance made by a partner that gives rise to a partnership obligation under subdivision (c) or (d) constitutes a loan to the partnership that accrues interest from the date of the payment or advance. (f) Each partner has equal rights in the management and conduct of the partnership business. (g) A partner may use or possess partnership property only on behalf of the partnership. (h) A partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation for services rendered in winding up the business of the partnership. (i) A person may become a partner only with the consent of all of the partners. (j) A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business of a partnership and an amendment to the partnership agreement may be undertaken only with the consent of all of the partners. (k) This section does not affect the obligations of a partnership to other persons under Section 16301. (Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
  147. 16402.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 4. Relations of Partners to Each Other and to Partnership [16401 - 16406] ( Article 4 added by Stats. 1996, Ch. 1003, Sec. 2. )

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    A partner has no right to receive a distribution in kind, and cannot be required to accept one.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 4. Relations of Partners to Each Other and to Partnership [16401 - 16406] ( Article 4 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 16402. A partner has no right to receive, and may not be required to accept, a distribution in kind. (Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
  148. 16403.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 4. Relations of Partners to Each Other and to Partnership [16401 - 16406] ( Article 4 added by Stats. 1996, Ch. 1003, Sec. 2. )

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    A partnership must keep its books and records in a readable written form at its principal office and give partners, former partners, and their representatives access under the section’s conditions.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 4. Relations of Partners to Each Other and to Partnership [16401 - 16406] ( Article 4 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 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 its principal office. (b) A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and records pertaining to the period during which they were partners. The right of access provides the opportunity to inspect and copy books and records during ordinary business hours. A partnership may impose a reasonable charge, covering the costs of labor and material, for copies of documents furnished. (c) Each partner and the partnership shall furnish to a partner, and to the legal representative of a deceased partner or partner under legal disability, both of the following, which may be transmitted by electronic transmission by the partnership pursuant to Section 16101: (1) Without demand, any information concerning the partnership’s business and affairs reasonably required for the proper exercise of the partner’s rights and duties under the partnership agreement or this chapter; and (2) On demand, any other information concerning the partnership’s business and affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances. (Amended by Stats. 2024, Ch. 361, Sec. 11. (AB 1862) Effective January 1, 2025.)
  149. 16404.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 4. Relations of Partners to Each Other and to Partnership [16401 - 16406] ( Article 4 added by Stats. 1996, Ch. 1003, Sec. 2. )

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    Partners must act loyally and carefully toward the partnership and the other partners, and they may also do business with the partnership on the same terms as non-partners.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 4. Relations of Partners to Each Other and to Partnership [16401 - 16406] ( Article 4 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 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) and (c). (b) A partner’s duty of loyalty to the partnership and the other partners includes all of the following: (1) To account to the partnership and hold as trustee for it any property, profit, or benefit derived by the partner in the conduct and winding up of the partnership business or derived from a use by the partner of partnership property or information, including the appropriation of a partnership opportunity. (2) To refrain from dealing with the partnership in the conduct or winding up of the partnership business as or on behalf of a party having an interest adverse to the partnership. (3) To refrain from competing with the partnership in the conduct of the partnership business before the dissolution of the partnership. (c) A partner’s duty of care to the partnership and the other partners in the conduct and winding up of the partnership business is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law. (d) A partner shall discharge the duties to the partnership and the other partners under this chapter or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing. (e) A partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the partner’s conduct furthers the partner’s own interest. (f) A partner may lend money to and transact other business with the partnership, and as to each loan or transaction, the rights and obligations of the partner regarding performance or enforcement are the same as those of a person who is not a partner, subject to other applicable law. (g) This section applies to a person winding up the partnership business as the personal or legal representative of the last surviving partner as if the person were a partner. (Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
  150. 16405.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 4. Relations of Partners to Each Other and to Partnership [16401 - 16406] ( Article 4 added by Stats. 1996, Ch. 1003, Sec. 2. )

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    A partnership or a partner may sue to enforce partnership rights and related claims under this section.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 4. Relations of Partners to Each Other and to Partnership [16401 - 16406] ( Article 4 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 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, causing harm to the partnership. (b) A partner may maintain an action against the partnership or another partner for legal or equitable relief, with or without an accounting as to partnership business, to do any of the following: (1) Enforce the partner’s rights under the partnership agreement. (2) Enforce the partner’s rights under this chapter, including all of the following: (A) The partner’s rights under Section 16401, 16403, or 16404. (B) The partner’s right on dissociation to have the partner’s interest in the partnership purchased pursuant to Section 16701 or 16701.5, or to enforce any other right under Article 6 (commencing with Section 16601) or 7 (commencing with Section 16701). (C) The partner’s right to compel a dissolution and winding up of the partnership business under Section 16801 or enforce any other right under Article 8 (commencing with Section 16801). (3) Enforce the rights and otherwise protect the interests of the partner, including rights and interests arising independently of the partnership relationship. (c) The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law. (Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
  151. 16406.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 4. Relations of Partners to Each Other and to Partnership [16401 - 16406] ( Article 4 added by Stats. 1996, Ch. 1003, Sec. 2. )

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    If a fixed-term partnership is continued after the term ends, the partners’ rights and duties stay the same as before, as long as that fits a partnership at will. If the partners keep doing business without settling or liquidating, they are presumed to have agreed to continue the partnership.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 4. Relations of Partners to Each Other and to Partnership [16401 - 16406] ( Article 4 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 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 of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, so far as is consistent with a partnership at will. (b) If the partners, or those of them who habitually acted in the business during the term or undertaking, continue the business without any settlement or liquidation of the partnership, they are presumed to have agreed that the partnership will continue. (Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
  152. 165.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. )

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    “Disappearing corporation” means a constituent corporation that is not the surviving corporation.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. ) ## 165. “Disappearing corporation” means a constituent corporation which is not the surviving corporation. (Added by Stats. 1975, Ch. 682.)
  153. 165.5.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. )

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    This section defines “disappearing limited partnership” as a constituent limited partnership that is not the surviving limited partnership.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. ) ## 165.5. “Disappearing limited partnership” means a constituent limited partnership which is not the surviving limited partnership. (Added by Stats. 1993, Ch. 543, Sec. 3. Effective January 1, 1994.)
  154. 16501.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 5. Transferees and Creditors of Partner [16501 - 16504] ( Article 5 added by Stats. 1996, Ch. 1003, Sec. 2. )

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    A partner is not a coowner of partnership property, and the partner’s interest in partnership property cannot be transferred voluntarily or involuntarily.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 5. Transferees and Creditors of Partner [16501 - 16504] ( Article 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 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. (Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
  155. 16502.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 5. Transferees and Creditors of Partner [16501 - 16504] ( Article 5 added by Stats. 1996, Ch. 1003, Sec. 2. )

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    A partner’s transferable interest is limited to the partner’s share of partnership profits and losses and the right to receive distributions.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 5. Transferees and Creditors of Partner [16501 - 16504] ( Article 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 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 receive distributions. The interest is personal property. (Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
  156. 16503.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 5. Transferees and Creditors of Partner [16501 - 16504] ( Article 5 added by Stats. 1996, Ch. 1003, Sec. 2. )

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    A partner’s transferable interest may be transferred, but the transferee’s rights are limited and the partnership need not recognize them until it has notice.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 5. Transferees and Creditors of Partner [16501 - 16504] ( Article 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 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 following: (1) By itself cause the partner’s dissociation or a dissolution and winding up of the partnership business. (2) As against the other partners or the partnership, entitle the transferee, during the continuance of the partnership, to participate in the management or conduct of the partnership business, to require access to information concerning partnership transactions, or to inspect or copy the partnership books or records. (b) A transferee of a partner’s transferable interest in the partnership has a right to all of the following: (1) To receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled. (2) To receive upon the dissolution and winding up of the partnership business, in accordance with the transfer, the net amount otherwise distributable to the transferor. (3) To seek under paragraph (6) of Section 16801 a judicial determination that it is equitable to wind up the partnership business. (c) In a dissolution and winding up, a transferee is entitled to an account of partnership transactions only from the date of the latest account agreed to by all of the partners. (d) Upon transfer, the transferor retains the rights and duties of a partner other than the interest in distributions transferred. (e) A partnership need not give effect to a transferee’s rights under this section until it has notice of the transfer. (f) A transfer of a partner’s transferable interest in the partnership in violation of a restriction on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer. (Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
  157. 16504.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 5. Transferees and Creditors of Partner [16501 - 16504] ( Article 5 added by Stats. 1996, Ch. 1003, Sec. 2. )

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    A court may, on application by a judgment creditor, charge a partner’s transferable partnership interest, appoint a receiver, and order foreclosure; the chapter also preserves exemption-law rights and makes this remedy exclusive.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 5. Transferees and Creditors of Partner [16501 - 16504] ( Article 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 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 judgment debtor to satisfy the judgment. The court may appoint a receiver of the share of the distributions due or to become due to the judgment debtor in respect of the partnership and make all other orders, directions, accounts, and inquiries the judgment debtor might have made or that the circumstances of the case may require. (b) A charging order constitutes a lien on the judgment debtor’s transferable interest in the partnership. The court may order a foreclosure of the interest subject to the charging order at any time. The purchaser at the foreclosure sale has the rights of a transferee. (c) At any time before foreclosure, an interest charged may be redeemed in any of the following manners: (1) By the judgment debtor. (2) With property other than partnership property, by one or more of the other partners. (3) With partnership property, by one or more of the other partners with the consent of all of the partners whose interests are not so charged. (d) This chapter does not deprive a partner of a right under exemption laws with respect to the partner’s interest in the partnership. (e) This section provides the exclusive remedy by which a judgment creditor of a partner or partner’s transferee may satisfy a judgment out of the judgment debtor’s transferable interest in the partnership. (Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
  158. 166.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. )

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    “Distribution to its shareholders” means a corporation’s transfer of cash or property to shareholders without consideration, with specific exclusions.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. ) ## 166. “Distribution to its shareholders” means the transfer of cash or property by a corporation to its shareholders without consideration, whether by way of dividend or otherwise, except a dividend in shares of the corporation, or the purchase or redemption of its shares for cash or property, including the transfer, purchase, or redemption by a subsidiary of the corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the date cash or property is transferred by the corporation, whether or not pursuant to a contract of an earlier date; provided, that where a debt obligation that is a security (as defined in Section 8102 of the Commercial Code) is issued in exchange for shares the time of the distribution is the date when the corporation acquires the shares in the exchange. In the case of a sinking fund payment, cash or property is transferred within the meaning of this section at the time that it is delivered to a trustee for the holders of preferred shares to be used for the redemption of the shares or physically segregated by the corporation in trust for that purpose. “Distribution to its shareholders” shall not include (a) satisfaction of a final judgment of a court or tribunal of appropriate jurisdiction ordering the rescission of the issuance of shares, (b) the rescission by a corporation of the issuance of it shares, if the board determines (with any director who is, or would be, a party to the transaction not being entitled to vote) that (1) it is reasonably likely that the holder or holders of the shares in question could legally enforce a claim for the rescission, (2) that the rescission is in the best interests of the corporation, and (3) the corporation is likely to be able to meet its liabilities (except those for which payment is otherwise adequately provided) as they mature, or (c) the repurchase by a corporation of its shares issued by it pursuant to Section 408, if the board determines (with any director who is, or would be, a party to the transaction not being entitled to vote) that (1) the repurchase is in the best interests of the corporation and that (2) the corporation is likely to be able to meet its liabilities (except those for which payment is otherwise adequately provided) as they mature. (Amended by Stats. 1996, Ch. 497, Sec. 26. Effective January 1, 1997.)
  159. 16601.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 6. Partner’s Dissociation [16601 - 16603] ( Article 6 added by Stats. 1996, Ch. 1003, Sec. 2. )

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    A partner is dissociated from a partnership if one of the listed events happens.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 6. Partner’s Dissociation [16601 - 16603] ( Article 6 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 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 will to withdraw as a partner or on a later date specified by the partner. (2) An event agreed to in the partnership agreement as causing the partner’s dissociation. (3) The partner’s expulsion pursuant to the partnership agreement. (4) The partner’s expulsion by the unanimous vote of the other partners if any of the following apply: (A) It is unlawful to carry on the partnership business with that partner. (B) There has been a transfer of all or substantially all of that partner’s transferable interest in the partnership, other than a transfer for security purposes, or a court order charging the partner’s interest, that has not been foreclosed. (C) Within 90 days after the partnership notifies a corporate partner that it will be expelled because it has filed a certificate of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, there is no revocation of the certificate of dissolution or no reinstatement of its charter or its right to conduct business. (D) A partnership, limited partnership, or limited liability company that is a partner has been dissolved and its business is being wound up. (5) On application by the partnership or another partner, the partner’s expulsion by judicial determination because of any of the following: (A) The partner engaged in wrongful conduct that adversely and materially affected the partnership business. (B) The partner willfully or persistently committed a material breach of the partnership agreement or of a duty owed to the partnership or the other partners under Section 16404. (C) The partner engaged in conduct relating to the partnership business that makes it not reasonably practicable to carry on the business in partnership with the partner. (6) The partner’s act or failure to act in any of the following instances: (A) By becoming a debtor in bankruptcy. (B) By executing an assignment for the benefit of creditors. (C) By seeking, consenting to, or acquiescing in the appointment of a trustee, receiver, or liquidator of that partner or of all or substantially all of that partner’s property. (D) By failing, within 90 days after the appointment, to have vacated or stayed the appointment of a trustee, receiver, or liquidator of the partner or of all or substantially all of the partner’s property obtained without the partner’s consent or acquiescence, or failing within 90 days after the expiration of a stay to have the appointment vacated. (7) In the case of a partner who is an individual, by any of the following: (A) The partner’s death. (B) The appointment of a guardian or general conservator for the partner. (C) A judicial determination that the partner has otherwise become incapable of performing the partner’s duties under the partnership agreement. (8) In the case of a partner that is a trust or is acting as a partner by virtue of being a trustee of a trust, distribution of the trust’s entire transferable interest in the partnership, but not merely by reason of the substitution of a successor trustee. (9) In the case of a partner that is an estate or is acting as a partner by virtue of being a personal representative of an estate, distribution of the estate’s entire transferable interest in the partnership, but not merely by reason of the substitution of a successor personal representative. (10) Termination of a partner who is not an individual, partnership, corporation, trust, or estate. (Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
  160. 16602.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 6. Partner’s Dissociation [16601 - 16603] ( Article 6 added by Stats. 1996, Ch. 1003, Sec. 2. )

    Verify source ↗

    A partner may dissociate at any time by express will, but dissociation is wrongful only in listed situations, and a wrongful dissociation can make the partner liable for damages.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 6. Partner’s Dissociation [16601 - 16603] ( Article 6 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 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 dissociation is wrongful only if any of the following apply: (1) It is in breach of an express provision of the partnership agreement. (2) In the case of a partnership for a definite term or particular undertaking, before the expiration of the term or the completion of the undertaking if any of the following apply: (A) The partner withdraws by express will, unless the withdrawal follows within 90 days after another partner’s dissociation by death or otherwise under paragraphs (6) to (10), inclusive, of Section 16601 or wrongful dissociation under this subdivision. (B) The partner is expelled by judicial determination under paragraph (5) of Section 16601. (C) The partner is dissociated by becoming a debtor in bankruptcy. (D) In the case of a partner who is not an individual, trust other than a business trust, or estate, the partner is expelled or otherwise dissociated because it willfully dissolved or terminated. (c) A partner who wrongfully dissociates is liable to the partnership and to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the partner to the partnership or to the other partners. (Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
  161. 16603.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 6. Partner’s Dissociation [16601 - 16603] ( Article 6 added by Stats. 1996, Ch. 1003, Sec. 2. )

    Verify source ↗

    When a partner dissociates, the partner’s management participation right ends, the duty of loyalty for one listed rule ends, and other listed loyalty and care duties continue only for pre-dissociation matters.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 6. Partner’s Dissociation [16601 - 16603] ( Article 6 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 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 terminates. (2) The partner’s duty of loyalty under paragraph (3) of subdivision (b) of Section 16404 terminates. (3) The partner’s duty of loyalty under paragraphs (1) and (2) of subdivision (b) of Section 16404 and duty of care under subdivision (c) of Section 16404 continue only with regard to matters arising and events occurring before the partner’s dissociation. (Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
  162. 167.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. )

    Verify source ↗

    “Domestic corporation” means a corporation formed under the laws of this state.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. ) ## 167. “Domestic corporation” means a corporation formed under the laws of this state. (Added by Stats. 1975, Ch. 682.)
  163. 167.3.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. )

    Verify source ↗

    This section defines “domestic limited liability company.”

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. ) ## 167.3. “Domestic limited liability company” means a limited liability company as defined in subdivision (t) of Section 17000. (Added by Stats. 1994, Ch. 1200, Sec. 11. Effective September 30, 1994.)
  164. 167.5.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. )

    Verify source ↗

    This section defines “domestic limited partnership” as a limited partnership formed under the laws of this state.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. ) ## 167.5. “Domestic limited partnership” means any limited partnership formed under the laws of this state. (Amended by Stats. 2006, Ch. 495, Sec. 4. Effective January 1, 2007.)
  165. 167.7.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. )

    Verify source ↗

    This section defines “domestic other business entity” as an other business entity organized under the laws of this state.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. ) ## 167.7. “Domestic other business entity” means an other business entity organized under the laws of this state. (Added by Stats. 1994, Ch. 1200, Sec. 12. Effective September 30, 1994.)
  166. 167.8.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. )

    Verify source ↗

    This section defines “disappearing other business entity” as a constituent other business entity that is not the surviving other business entity.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. ) ## 167.8. “Disappearing other business entity” means a constituent other business entity that is not the surviving other business entity. (Added by Stats. 1994, Ch. 1200, Sec. 13. Effective September 30, 1994.)
  167. 16701.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 7. Partner’s Dissociation When Business Not Wound Up [16701 - 16705] ( Article 7 added by Stats. 1996, Ch. 1003, Sec. 2. )

    Verify source ↗

    When a partner dissociates, the partnership must buy out that partner’s interest and may need to indemnify the dissociated partner.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 7. Partner’s Dissociation When Business Not Wound Up [16701 - 16705] ( Article 7 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 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 dissociated partner’s interest in the partnership to be purchased for a buyout price determined pursuant to subdivision (b). (b) The buyout price of a dissociated partner’s interest is the amount that would have been distributable to the dissociating partner under subdivision (b) of Section 16807 if, on the date of dissociation, the assets of the partnership were sold at a price equal to the greater of the liquidation value or the value based on a sale of the entire business as a going concern without the dissociated partner and the partnership was wound up as of that date. Interest shall be paid from the date of dissociation to the date of payment. (c) Damages for wrongful dissociation under Section 16602, and all other amounts owing, whether or not presently due, from the dissociated partner to the partnership, shall be offset against the buyout price. Interest shall be paid from the date the amount owed becomes due to the date of payment. (d) A partnership shall indemnify a dissociated partner whose interest is being purchased against all partnership liabilities, whether incurred before or after the dissociation, except liabilities incurred by an act of the dissociated partner under Section 16702. (e) If no agreement for the purchase of a dissociated partner’s interest is reached within 120 days after a written demand for payment, the partnership shall pay, or cause to be paid, in cash to the dissociated partner the amount the partnership estimates to be the buyout price and accrued interest, reduced by any offsets and accrued interest under subdivision (c). (f) If a deferred payment is authorized under subdivision (h), the partnership may tender a written offer to pay the amount it estimates to be the buyout price and accrued interest, reduced by any offsets under subdivision (c), stating the time of payment, the amount and type of security for payment, and the other terms and conditions of the obligation. (g) The payment or tender required by subdivision (e) or (f) shall be accompanied by all of the following: (1) A statement of partnership assets and liabilities as of the date of dissociation. (2) The latest available partnership balance sheet and income statement, if any. (3) An explanation of how the estimated amount of the payment was calculated. (4) Written notice that the payment is in full satisfaction of the obligation to purchase unless, within 120 days after the written notice, the dissociated partner commences an action to determine the buyout price, any offsets under subdivision (c), or other terms of the obligation to purchase. (h) A partner who wrongfully dissociates before the expiration of a definite term or the completion of a particular undertaking is not entitled to payment of any portion of the buyout price until the expiration of the term or completion of the undertaking, unless the partner establishes to the satisfaction of the court that earlier payment will not cause undue hardship to the business of the partnership. A deferred payment shall be adequately secured and bear interest. (i) A dissociated partner may maintain an action against the partnership, pursuant to subparagraph (B) of paragraph (2) of subdivision (b) of Section 16405, to determine the buyout price of that partner’s interest, any offsets under subdivision (c), or other terms of the obligation to purchase. The action shall be commenced within 120 days after the partnership has tendered payment or an offer to pay or within one year after written demand for payment if no payment or offer to pay is tendered. The court shall determine the buyout price of the dissociated partner’s interest, any offset due under subdivision (c), and accrued interest, and enter judgment for any additional payment or refund. If deferred payment is authorized under subdivision (h), the court shall also determine the security for payment and other terms of the obligation to purchase. The court may assess reasonable attorney’s fees and the fees and expenses of appraisers or other experts for a party to the action, in amounts the court finds equitable, against a party that the court finds acted arbitrarily, vexatiously, or not in good faith. The finding may be based on the partnership’s failure to tender payment or an offer to pay or to comply with subdivision (g). (Amended by Stats. 2007, Ch. 263, Sec. 15. Effective January 1, 2008.)
  168. 16701.5.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 7. Partner’s Dissociation When Business Not Wound Up [16701 - 16705] ( Article 7 added by Stats. 1996, Ch. 1003, Sec. 2. )

    Verify source ↗

    Section 16701 does not apply to dissociations occurring within 90 days before a dissolution under Section 16801, and those dissociated partners are treated as partners under Section 16807.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 7. Partner’s Dissociation When Business Not Wound Up [16701 - 16705] ( Article 7 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 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 within 90 days prior to the dissolution, both of the following shall apply: (1) All partners who dissociated within 90 days prior to the dissolution shall be treated as partners under Section 16807. (2) Any damages for wrongful dissociation under Section 16602 and all other amounts owed by the dissociated partner to the partnership, whether or not presently due, shall be taken into account in determining the amount distributable to the dissociated partner under Section 16807. (Amended by Stats. 2007, Ch. 263, Sec. 16. Effective January 1, 2008.)
  169. 16702.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 7. Partner’s Dissociation When Business Not Wound Up [16701 - 16705] ( Article 7 added by Stats. 1996, Ch. 1003, Sec. 2. )

    Verify source ↗

    For two years after a partner dissociates, the partnership can still be bound by that partner’s act only if the other party reasonably believed the person was still a partner and had no notice of the dissociation. A dissociated partner is also liable to the partnership for damage caused by certain post-dissociation obligations.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 7. Partner’s Dissociation When Business Not Wound Up [16701 - 16705] ( Article 7 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 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 an act of the dissociated partner that would have bound the partnership under Section 16301 before dissociation only if at the time of entering into the transaction all of the following apply to the other party: (1) The other party reasonably believed that the dissociated partner was then a partner. (2) The other party did not have notice of the partner’s dissociation. (3) The other party is not deemed to have had knowledge under subdivision (e) of Section 16303 or notice under subdivision (c) of Section 16704. (b) A dissociated partner is liable to the partnership for any damage caused to the partnership arising from an obligation incurred by the dissociated partner after dissociation for which the partnership is liable under subdivision (a). (Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
  170. 16703.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 7. Partner’s Dissociation When Business Not Wound Up [16701 - 16705] ( Article 7 added by Stats. 1996, Ch. 1003, Sec. 2. )

    Verify source ↗

    A dissociated partner generally is not liable for new partnership obligations, but liability can continue in specified cases and may be ended by agreement or by certain creditor changes.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 7. Partner’s Dissociation When Business Not Wound Up [16701 - 16705] ( Article 7 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 16703. (a) A partner’s dissociation does not of itself discharge the partner’s liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in subdivision (b). (b) Except for registered limited liability partnerships and foreign limited liability partnerships, a partner who dissociates is liable as a partner to the other party in a transaction entered into by the partnership, or a surviving partnership under Article 9 (commencing with Section 16901), within two years after the partner’s dissociation, only if at the time of entering into the transaction all of the following apply to the other party: (1) The other party reasonably believed that the dissociated partner was then a partner. (2) The other party did not have notice of the partner’s dissociation. (3) The other party is not deemed to have had knowledge under subdivision (e) of Section 16303 or notice under subdivision (c) of Section 16704. (c) By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation. (d) A dissociated partner is released from liability for a partnership obligation if a partnership creditor, with notice of the partner’s dissociation but without the partner’s consent, agrees to a material alteration in the nature or time of payment of a partnership obligation. (Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
  171. 16704.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 7. Partner’s Dissociation When Business Not Wound Up [16701 - 16705] ( Article 7 added by Stats. 1996, Ch. 1003, Sec. 2. )

    Verify source ↗

    A dissociated partner or the partnership may file a statement of dissociation with the Secretary of State.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 7. Partner’s Dissociation When Business Not Wound Up [16701 - 16705] ( Article 7 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 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 identification number issued by the Secretary of State, and that the partner is dissociated from the partnership. (b) A statement of dissociation is a limitation on the authority of a dissociated partner for the purposes of subdivisions (d) and (e) of Section 16303. (c) For the purposes of paragraph (3) of subdivision (a) of Section 16702 and paragraph (3) of subdivision (b) of Section 16703, a person not a partner is deemed to have notice of the dissociation 90 days after the statement of dissociation is filed. (Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
  172. 16705.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 7. Partner’s Dissociation When Business Not Wound Up [16701 - 16705] ( Article 7 added by Stats. 1996, Ch. 1003, Sec. 2. )

    Verify source ↗

    If the continuing partners keep using the partnership name, that alone does not make the dissociated partner liable for the business’s obligations.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 7. Partner’s Dissociation When Business Not Wound Up [16701 - 16705] ( Article 7 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 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 dissociated partner liable for an obligation of the partners or the partnership continuing the business. (Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
  173. 168.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. )

    Verify source ↗

    This section defines “equity security” for specified sections.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. ) ## 168. “Equity security” in Sections 181, 1001, 1113, 1200, and 1201 means any share or membership of a domestic or foreign corporation; any partnership interest, membership interest, or equivalent equity interest in an other business entity; and any security convertible with or without consideration into, or any warrant or right to subscribe to or purchase, any of the foregoing. (Amended by Stats. 1999, Ch. 437, Sec. 2. Effective January 1, 2000.)
  174. 16801.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 8. Winding Up Partnership Business [16801 - 16807] ( Article 8 added by Stats. 1996, Ch. 1003, Sec. 2. )

    Verify source ↗

    A partnership is dissolved and wound up only when one of the listed events happens.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 8. Winding Up Partnership Business [16801 - 16807] ( Article 8 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 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 express will to dissolve and wind up the partnership business of at least half of the partners, including partners, other than wrongfully dissociating partners, who have dissociated within the preceding 90 days, and for which purpose a dissociation under paragraph (1) of Section 16601 constitutes an expression of that partner’s will to dissolve and wind up the partnership business. (2) In a partnership for a definite term or particular undertaking, when any of the following occurs: (A) After the expiration of 90 days after a partner’s dissociation by death or otherwise under paragraphs (6) to (10), inclusive, of Section 16601, or a partner’s wrongful dissociation under subdivision (b) of Section 16602 unless before that time a majority in interest of the partners, including partners who have rightfully dissociated pursuant to subparagraph (A) of paragraph (2) of subdivision (b) of Section 16602, agree to continue the partnership. (B) The express will of all of the partners to wind up the partnership business. (C) The expiration of the term or the completion of the undertaking. (3) An event agreed to in the partnership agreement resulting in the winding up of the partnership business. (4) An event that makes it unlawful for all or substantially all of the business of the partnership to be continued, but a cure of illegality within 90 days after notice to the partnership of the event is effective retroactively to the date of the event for purposes of this section. (5) On application by a partner, a judicial determination that any of the following apply: (A) The economic purpose of the partnership is likely to be unreasonably frustrated. (B) Another partner has engaged in conduct relating to the partnership business that makes it not reasonably practicable to carry on the business in partnership with that partner. (C) It is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement. (6) On application by a transferee of a partner’s transferable interest, a judicial determination that it is equitable to wind up the partnership business after the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer. (Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
  175. 16802.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 8. Winding Up Partnership Business [16801 - 16807] ( Article 8 added by Stats. 1996, Ch. 1003, Sec. 2. )

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    After dissolution, the partnership may continue only to wind up its business, and it ends when winding up is finished. The partners may waive winding up and termination before winding up is completed, except a wrongfully dissociating partner.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 8. Winding Up Partnership Business [16801 - 16807] ( Article 8 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 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 the winding up of its business is completed. (b) At any time after the dissolution of a partnership and before the winding up of its business is completed, all of the partners, including any dissociating partner other than a wrongfully dissociating partner, may waive the right to have the partnership’s business wound up and the partnership terminated. In that event both of the following apply: (1) The partnership resumes carrying on its business as if dissolution had never occurred, and any liability incurred by the partnership or a partner after the dissolution and before the waiver is determined as if dissolution had never occurred. (2) The rights of a third party accruing under paragraph (1) of Section 16804 or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver may not be adversely affected. (Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
  176. 16803.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 8. Winding Up Partnership Business [16801 - 16807] ( Article 8 added by Stats. 1996, Ch. 1003, Sec. 2. )

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    After dissolution, certain people may wind up a partnership’s business, and the court may supervise the winding up for good cause.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 8. Winding Up Partnership Business [16801 - 16807] ( Article 8 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 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 legal representative, or transferee, the court, for good cause shown, may order judicial supervision of the winding up. (b) The legal representative of the last surviving partner may wind up a partnership’s business. (c) A person winding up a partnership’s business may preserve the partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, settle and close the partnership’s business, dispose of and transfer the partnership’s property, discharge the partnership’s liabilities, distribute the assets of the partnership pursuant to Section 16807, settle disputes by mediation or arbitration, and perform other necessary acts. (Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
  177. 16804.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 8. Winding Up Partnership Business [16801 - 16807] ( Article 8 added by Stats. 1996, Ch. 1003, Sec. 2. )

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    After dissolution, a partnership is bound by a partner’s act if the act is appropriate for winding up the business or would have bound the partnership before dissolution when the other party had no notice of the dissolution, subject to Section 16805.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 8. Winding Up Partnership Business [16801 - 16807] ( Article 8 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 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 partnership business. (2) Would have bound the partnership under Section 16301 before dissolution, if the other party to the transaction did not have notice of the dissolution. (Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
  178. 16805.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 8. Winding Up Partnership Business [16801 - 16807] ( Article 8 added by Stats. 1996, Ch. 1003, Sec. 2. )

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    After dissolution, an eligible partner may file a statement of dissolution, and a dissolved partnership may later file a statement of partnership authority.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 8. Winding Up Partnership Business [16801 - 16807] ( Article 8 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 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 Secretary of State, any identification number issued by the Secretary of State, and that the partnership has dissolved and is winding up its business. (b) A statement of dissolution cancels a filed statement of partnership authority for the purposes of subdivision (d) of Section 16303 and is a limitation on authority for the purposes of subdivision (e) of Section 16303. (c) For the purposes of Sections 16301 and 16804, a person not a partner is deemed to have notice of the dissolution and the limitation on the partners’ authority as a result of the statement of dissolution 90 days after it is filed. (d) After filing and, if appropriate, recording a statement of dissolution, a dissolved partnership may file and, if appropriate, record a statement of partnership authority that will operate with respect to a person not a partner as provided in subdivisions (d) and (e) of Section 16303 in any transaction, whether or not the transaction is appropriate for winding up the partnership business. (Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
  179. 16806.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 8. Winding Up Partnership Business [16801 - 16807] ( Article 8 added by Stats. 1996, Ch. 1003, Sec. 2. )

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    After dissolution, a partner may be liable to other partners for the partner’s share of partnership liabilities, and a partner who knowingly incurs an improper winding-up liability may be liable to the partnership for resulting damage, subject to the stated exceptions.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 8. Winding Up Partnership Business [16801 - 16807] ( Article 8 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 16806. (a) Except as otherwise provided in subdivision (b) and except for registered limited liability partnerships and foreign limited liability partnerships, after dissolution a partner is liable to the other partners for the partner’s share of any partnership liability incurred under Section 16804. (b) Except for registered limited liability partnerships and foreign limited liability partnerships, a partner who, with knowledge of the dissolution, incurs a partnership liability under paragraph (2) of Section 16804 by an act that is not appropriate for winding up the partnership business is liable to the partnership for any damage caused to the partnership arising from the liability. (Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
  180. 16807.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 8. Winding Up Partnership Business [16801 - 16807] ( Article 8 added by Stats. 1996, Ch. 1003, Sec. 2. )

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    When a partnership winds up, its assets must be used to pay creditors first, and partners settle accounts and make any required contributions.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 8. Winding Up Partnership Business [16801 - 16807] ( Article 8 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 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 applied to discharge its obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus shall be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under subdivision (b). (b) Each partner is entitled to a settlement of all partnership accounts upon winding up the partnership business. In settling accounts among the partners, the profits and losses that result from the liquidation of the partnership assets shall be credited and charged to the partners’ accounts. The partnership shall make a distribution to a partner in an amount equal to any excess of the credits over the charges in the partner’s account. Except for registered limited liability partnerships and foreign limited liability partnerships, a partner shall contribute to the partnership an amount equal to any excess of the charges over the credits in the partner’s account. (c) If a partner fails to contribute the full amount that the partner is obligated to contribute under subdivision (b), all of the other partners shall contribute, in the proportions in which those partners share partnership losses, the additional amount necessary to satisfy the partnership obligations for which they are liable under Section 16306. A partner or partner’s legal representative may recover from the other partners any contributions the partner makes to the extent the amount contributed exceeds that partner’s share of the partnership obligations for which the partner is personally liable under Section 16306. (d) After the settlement of accounts, each partner shall contribute, in the proportion in which the partner shares partnership losses, the amount necessary to satisfy partnership obligations that were not known at the time of the settlement and for which the partner is personally liable under Section 16306. (e) The estate of a deceased partner is liable for the partner’s obligation to contribute to the partnership. (f) An assignee for the benefit of creditors of a partnership or a partner, or a person appointed by a court to represent creditors of a partnership or a partner, may enforce a partner’s obligation to contribute to the partnership. (Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
  181. 169.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. )

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    “Filed” means filed in the office of the Secretary of State, unless the law expressly provides otherwise.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. ) ## 169. “Filed”, unless otherwise expressly provided, means filed in the office of the Secretary of State. (Added by Stats. 1975, Ch. 682.)
  182. 16901.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 9. Conversions and Mergers [16901 - 16917] ( Article 9 added by Stats. 1996, Ch. 1003, Sec. 2. )

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    This section defines terms used in the article on conversions and mergers.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 9. Conversions and Mergers [16901 - 16917] ( Article 9 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 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 or into one or more partnerships and includes a surviving other business entity. (2) “Constituent partnership” means a partnership that is merged with or into one or more other partnerships or other business entities and includes a surviving partnership. (3) “Disappearing other business entity” means a constituent other business entity that is not the surviving other business entity. (4) “Disappearing partnership” means a constituent partnership that is not the surviving partnership. (5) “Domestic” means organized under the laws of this state when used in relation to any partnership, other business entity, or person (other than an individual). (6) “Foreign other business entity” means any other business entity formed under the laws of any state other than this state or under the laws of the United States or of a foreign country. (7) “Foreign partnership” means a partnership formed under the laws of any state other than this state or under the laws of a foreign country. (8) “General partner” means a partner in a partnership and a general partner in a limited partnership. (9) “Limited liability company” means a limited liability company created under Title 2.6 (commencing with Section 17701.01), or comparable law of another jurisdiction. (10) “Limited partner” means a limited partner in a limited partnership. (11) “Limited partnership” means a limited partnership created under Chapter 3 (commencing with Section 15611) or Chapter 5.5 (commencing with Section 15900), predecessor law, or comparable law of another jurisdiction. (12) “Other business entity” means a limited partnership, limited liability company, corporation, business trust, real estate investment trust, or an unincorporated association (other than a nonprofit association), but excluding a partnership. (13) “Partner” includes both a general partner and a limited partner. (14) “Surviving other business entity” means an other business entity into which one or more partnerships are merged. (15) “Surviving partnership” means a partnership into which one or more other partnerships or other business entities are merged. (Amended by Stats. 2014, Ch. 64, Sec. 6. (AB 2742) Effective January 1, 2015.)
  183. 16902.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 9. Conversions and Mergers [16901 - 16917] ( Article 9 added by Stats. 1996, Ch. 1003, Sec. 2. )

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    A partnership other than a registered limited liability partnership may be converted to another domestic or foreign business entity if the stated ownership and treatment conditions are met.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 9. Conversions and Mergers [16901 - 16917] ( Article 9 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 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 entity pursuant to this article if, (1) pursuant to a conversion into a domestic or foreign limited partnership or limited liability company, each of the partners of the converting partnership would receive a percentage interest in the profits and capital of the converted other business entity equal to the partner’s percentage interest in profits and capital of the converting partnership as of the effective time of the conversion, and (2) pursuant to a conversion into an other business entity or foreign other business entity not specified in clause (1) above, each of the partnership interests of the same class is treated equally with respect to any distribution of cash, property, rights, interests, or securities of the converted other business entity unless all partners of the same class consent. (b) Notwithstanding this section, the conversion of a partnership to a domestic or foreign other business entity may be effected only if: (1) the law under which that domestic or foreign other business entity will exist expressly permits the formation of that other entity pursuant to a conversion; and (2) the partnership complies with any and all other requirements of that other law that applies to conversion of the other business entity. (Amended by Stats. 2002, Ch. 480, Sec. 15. Effective January 1, 2003.)
  184. 16903.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 9. Conversions and Mergers [16901 - 16917] ( Article 9 added by Stats. 1996, Ch. 1003, Sec. 2. )

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    A partnership that wants to convert must approve a plan of conversion, and the plan must include specified details. The plan needs the required partner approval, must be kept by the converted entity, and a partner can request a copy.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 9. Conversions and Mergers [16901 - 16917] ( Article 9 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 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 the following: (1) The terms and conditions of the conversion. (2) The place of the organization of the converted entity and of the converting partnership and the name of the converted entity after conversion, if different from that of the converting partnership. (3) The manner of converting the partnership interests of each of the partners into shares of, securities of, or interests in the converted entity. (4) The provisions of the governing documents for the converted entity, including the limited partnership agreement, limited liability company articles of organization and operating agreement, or articles or certificate of incorporation if the converted entity is a corporation, to which the holders of interest in the converted entity are to be bound. (5) Any other details or provisions as are required by laws under which the converted entity is organized. (6) Any other details or provisions that are desired. (b) The plan of conversion shall be approved by that number or percentage of partners required by the partnership agreement to approve a conversion of the partnership as set forth in the partnership agreement. If the partnership agreement fails to specify the required partner approval for a conversion of the partnership, the plan of conversion shall be approved by that number or percentage of partners required by the partnership agreement to approve an amendment to the partnership agreement unless the conversion effects a change for which the partnership agreement requires a greater number or percentage of partners than that required to amend the partnership agreement, in which case the plan of conversion shall be approved by that greater number or percentage. If the partnership agreement fails to specify the vote required to amend the partnership agreement, the plan of conversion shall be approved by all partners. (c) If the partnership is converting into a limited partnership, in addition to the approval of the partners as set forth in subdivision (b), the plan of conversion shall be approved by all partners who will become general partners of the converted limited partnership pursuant to the plan of conversion. (d) All partners of the converting partnership except those that dissociate upon effectiveness of the conversion pursuant to subdivision (e) of Section 16909 shall be deemed parties to any partnership or operating agreement, articles or certificate of incorporation, or organic document for the converted entity adopted as part of the plan of conversion, regardless of whether that partner has executed the plan of conversion or the operating agreement, articles or certificate of incorporation, partnership agreement, or other organic document for the converted entity. Any adoption of a new partnership or operating agreement, articles or certificate of incorporation, or other organic document made pursuant to the foregoing sentence shall be effective at the effective time or date of the conversion. (e) Notwithstanding its prior approval, a plan of conversion may be amended before the conversion takes effect if the amendment is approved by the partnership in the same manner, and by the same number or percentage of partners, as was required for approval of the original plan of conversion. (f) The partners of a converting partnership may, at any time before the conversion is effective, in their discretion, abandon a conversion, without further approval by the partners, in the same manner, and by the same number or percentage of partners, as was required for approval of the original plan of conversion at any time before the conversion is effective, subject to the contractual rights of third parties. (g) The converted entity shall keep the plan of conversion at: (1) the principal place of business of the converted entity, if the converted entity is a foreign other business entity or a corporation; or (2) the office at which records are to be kept under Section 15614 or 15901.14 if the converted entity is a domestic limited partnership, or at the office at which records are to be kept under Section 17701.13 if the converted entity is a domestic limited liability company. Upon the request of a partner of a converting partnership, the authorized person on behalf of the converted entity shall promptly deliver to the partner or the holder of interests or other securities, at the expense of the converted entity, a copy of the plan of conversion. A waiver by a partner of the rights provided in this subdivision shall be unenforceable. (Amended by Stats. 2012, Ch. 419, Sec. 16. (SB 323) Effective January 1, 2013. Operative January 1, 2014, by Sec. 32 of Ch. 419.)
  185. 16904.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 9. Conversions and Mergers [16901 - 16917] ( Article 9 added by Stats. 1996, Ch. 1003, Sec. 2. )

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    A conversion into a domestic other business entity becomes effective only when the listed approval, filing, and any planned effective date requirements have been satisfied.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 9. Conversions and Mergers [16901 - 16917] ( Article 9 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 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 approval of the plan of conversion by the partners of the converting partnership as provided in Section 16903. (2) The filing of all documents required by law to create the converted other business entity, which documents shall also contain a statement of conversion, if required under Section 16906. (3) The effective date, if set forth in the plan of conversion, shall have occurred. (b) A copy of the certificate of limited partnership, articles of organization, or articles of incorporation, complying with Section 16906, if applicable, duly certified by the Secretary of State, is conclusive evidence of the conversion of the partnership. (Amended by Stats. 2002, Ch. 480, Sec. 17. Effective January 1, 2003.)
  186. 16905.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 9. Conversions and Mergers [16901 - 16917] ( Article 9 added by Stats. 1996, Ch. 1003, Sec. 2. )

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    A partnership converting into a foreign other business entity must follow Section 16902, and the converted entity must give the Secretary of State notice of certain address information unless a statement of conversion has been filed.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 9. Conversions and Mergers [16901 - 16917] ( Article 9 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 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 other business entity, then the conversion proceedings shall be in accordance with the laws of the state or place of organization of the foreign other business entity and the conversion shall become effective in accordance with that law. (c) (1) Unless a statement of conversion has been filed to effect the conversion, the converted foreign other business entity shall promptly notify the Secretary of State of the mailing address of its agent for service of process, its principal office, and of any change of address. To enforce an obligation of a partnership that has converted to a foreign other business entity, the Secretary of State shall only be the agent for service of process in an action or proceeding against the converted foreign other business entity, if the agent designated for the service of process for that entity is a natural person and cannot be found with due diligence or if the agent is a corporation and no person, to whom delivery may be made, may be located with due diligence, or if no agent has been designated and if no one of the officers, partners, managers, members, or agents of that entity may be located after diligent search, and it is so shown by affidavit to the satisfaction of the court. The court then may make an order that service be made by personal delivery to the Secretary of State or to an assistant or deputy Secretary of State of two copies of the process together with two copies of the order, and the order shall set forth an address to which the process shall be sent by the Secretary of State. Service in this manner is deemed complete on the 10th day after delivery of the process to the Secretary of State. (2) Upon receipt of the process and order and the fee set forth in Section 12197 of the Government Code, the Secretary of State shall provide notice to the entity of the service of the process by forwarding by certified mail, return receipt requested, a copy of the process and order to the address specified in the order. (3) The Secretary of State shall keep a record of all process served upon the Secretary of State and shall record therein the time of service and the Secretary of State’s action with respect thereto. The certificate of the Secretary of State, under the Secretary of State’s official seal, certifying to the receipt of process, the providing of notice thereof to the entity, and the forwarding of the process, shall be competent and prima facie evidence of the matters stated therein. (Amended by Stats. 2022, Ch. 617, Sec. 106. (SB 1202) Effective January 1, 2023.)
  187. 16906.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 9. Conversions and Mergers [16901 - 16917] ( Article 9 added by Stats. 1996, Ch. 1003, Sec. 2. )

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    This section tells converting partnerships what conversion filings must include, and when a converted entity or partnership may file them.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 9. Conversions and Mergers [16901 - 16917] ( Article 9 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 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 conversion to a domestic limited partnership, limited liability company, or corporation, the certificate of limited partnership, articles of organization, or articles of incorporation filed by the converted entity, as applicable, shall contain a statement of conversion, in that form as may be prescribed by the Secretary of State. If the converting partnership has not filed a statement of partnership authority under Section 16303 that is effective at the time of the conversion, upon conversion to a domestic limited partnership, limited liability company, or corporation, the converted entity may, but is not required to file, on its certificate of limited partnership, articles of organization, or articles of incorporation, a statement of conversion. A statement of conversion shall set forth all of the following: (1) The name of the converting partnership and the Secretary of State’s file number, if any, of the converting partnership. (2) A statement that the principal terms of the plan of conversion were approved by a vote of the partners, which equaled or exceeded the vote required under Section 16903. (3) The name, mailing address, and street address of the converted entity’s agent for service of process. If a corporation qualified under Section 1505 is designated as the agent, no address for it shall be set forth. (b) A partnership converting to a foreign other business entity that has filed a statement of partnership authority under Section 16303 that is effective at the time of conversion may file a certificate of conversion with the Secretary of State. The certificate of conversion shall contain the following: (1) The names of the converting partnership and the converted entity. (2) The street address of the converted entity’s principal office and of a principal office in California, if any. (3) The form of organization of the converted entity. (4) The name, mailing address, and street address of the converted entity’s agent for service of process. If a corporation qualified under Section 1505 is designated as the agent, no address for it shall be set forth. (c) The filing with the Secretary of State of a certificate of limited partnership, articles of organization, or articles of incorporation containing a statement of conversion as set forth in subdivision (a) or a certificate of conversion filed pursuant to subdivision (b) shall have the effect of the filing of a cancellation by the converting partnership of any statement of partnership authority filed by it. (Amended by Stats. 2022, Ch. 617, Sec. 107. (SB 1202) Effective January 1, 2023.)
  188. 16907.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 9. Conversions and Mergers [16901 - 16917] ( Article 9 added by Stats. 1996, Ch. 1003, Sec. 2. )

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    If a partnership or other business entity converts and has real property in the state, recording specified conversion documents with the county recorder can evidence record ownership in the converted entity and create a conclusive presumption that the conversion was validly completed.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 9. Conversions and Mergers [16901 - 16917] ( Article 9 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 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 the laws of this state or of the state or place in which the other business entity was organized, and the laws of the state or place of organization (including this state) of the converting partnership or other business entity provide substantially that the conversion of a converting entity vests in the converted partnership or other business entity all the real property of the converting partnership or converting other business entity, the filing for record in the office of the county recorder of any county in this state in which any of the real property of the converting partnership or converting other business entity is located of either (1) a certificate of conversion or a certificate of limited partnership, articles of organization, or articles of incorporation, complying with Section 16906, in the form prescribed by the Secretary of State, certified by the Secretary of State, or (2) a copy of a certificate of conversion or a certificate of limited partnership, articles of organization, articles or certificate of incorporation, or other certificate evidencing the creation of a foreign other business entity by conversion, containing a statement of conversion, certified by the Secretary of State or an authorized public official of the state or place pursuant to the laws of which the conversion is effected, shall evidence record ownership in the converted partnership or converted other business entity of all interest of the converting partnership or converting other business entity in and to the real property located in that county. (b) A filed and, if appropriate, recorded certificate of conversion, certificate of limited partnership, articles of organization, articles or certificate of incorporation, or other certificate evidencing the creation of an other business entity by conversion, containing a statement of conversion, executed and declared to be accurate pursuant to subdivision (c) of Section 16105, stating the name of the converting partnership or converting other business entity in whose name property was held before the conversion and the name of the converted entity, but not containing all of the other information required by Section 16906, operates with respect to the entities named to the extent provided in subdivision (a). (c) Recording of a certificate of conversion, a certificate of limited partnership, articles of organization, articles or certificate of incorporation, or other certificate evidencing the creation of another business entity by conversion, containing a statement of conversion, in accordance with Section 16902 shall create, in favor of bona fide purchasers or encumbrancers for value, a conclusive presumption that the conversion was validly completed. (Amended by Stats. 2002, Ch. 480, Sec. 20. Effective January 1, 2003.)
  189. 16908.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 9. Conversions and Mergers [16901 - 16917] ( Article 9 added by Stats. 1996, Ch. 1003, Sec. 2. )

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    This section lets certain entities convert into a domestic partnership if they are allowed to do so under their organizing law and follow the required approval and filing steps.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 9. Conversions and Mergers [16901 - 16917] ( Article 9 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 16908. (a) A domestic limited partnership, limited liability company, or corporation, or a foreign other business entity may be converted to a domestic partnership pursuant to this article, but only if the converting entity is authorized by the laws under which it is organized to effect the conversion. (b) An entity that desires to convert into a domestic partnership shall approve a plan of conversion or the instrument that is required to be approved to effect the conversion pursuant to the laws under which the entity is organized. (c) The conversion of a domestic limited partnership, limited liability company, or corporation, or foreign other business entity shall be approved by the number or percentage of the partners, members, shareholders, or holders of interest of the converting entity as is required by the law under which the entity is organized, or a greater or lesser percentage (subject to applicable laws) as set forth in the limited partnership agreement, articles of organization, operating agreement, or articles or certificate of organization, or other governing document for the converting entity. (d) The conversion by a domestic limited partnership, limited liability company, or corporation, or a foreign other business entity into a partnership shall be effective under this article at the time that the conversion is effective under the laws under which the converting entity is organized. (e) The filing with the Secretary of State of a certificate of conversion or a statement of partnership authority containing a statement of conversion pursuant to subdivision (a) shall have the effect of the filing of a certificate of cancellation by the converting foreign limited partnership or foreign limited liability company, and no converting foreign limited partnership or foreign limited liability company that has made the filing is required to file a certificate of cancellation under Section 15909.07 or 17708.08 as a result of that conversion. If a converting other business entity is a foreign corporation qualified to transact business in this state, the foreign corporation shall, by virtue of the filing, automatically surrender its right to transact intrastate business. (f) Subdivision (g) of Section 16105 shall apply to a statement of partnership authority containing a statement of conversion filed pursuant to this section. (Amended by Stats. 2022, Ch. 617, Sec. 108. (SB 1202) Effective January 1, 2023.)
  190. 16909.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 9. Conversions and Mergers [16901 - 16917] ( Article 9 added by Stats. 1996, Ch. 1003, Sec. 2. )

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    When an entity converts, it is treated as the same entity after conversion, and the converted entity generally keeps the converting entity’s rights, property, debts, liabilities, obligations, and creditor rights. Certain partners may have a right to dissociate, with notice and purchase procedures triggered by the conversion.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 9. Conversions and Mergers [16901 - 16917] ( Article 9 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 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 conversion takes effect, all of the following apply: (1) All the rights and property, whether real, personal, or mixed, of the converting entity remains vested in the converted entity. (2) All debts, liabilities, and obligations of the converting entity continue as debts, liabilities, and obligations of the converted entity. (3) All rights of creditors and liens upon the property of the converting entity shall be preserved unimpaired and remain enforceable against the converted entity to the same extent as against the converting entity as if the conversion had not occurred. (4) Any action or proceeding pending by or against the converting entity may be continued against the converted entity as if the conversion had not occurred. (c) A partner of a converting partnership is liable for: (1) All obligations of the converting partnership for which the partner was personally liable before the conversion. (2) All obligations of the converted entity incurred after the conversion takes effect, but those obligations may be satisfied only out of property of the entity if (A) the converted other business entity is a limited partnership and the partner becomes a limited partner, (B) the converted other business entity is a limited liability company and the partner becomes a member, unless the articles of organization or the operating agreement of the limited liability company provide otherwise, or (C) the converted other business entity is a corporation and the partner becomes a shareholder. (d) A partner of a partnership that converted from an other business entity is liable for any and all obligations of the converting other business entity for which the partner was personally liable before the conversion, but only to the extent the partner was liable for the obligation of the converting entity prior to the conversion. (e) A partner of a converting partnership, who does not vote in favor of the conversion and does not agree to become a partner, member, shareholder, or holder of interest of the converted other business entity shall have the right to dissociate from the partnership, as of the date the conversion takes effect. Within 10 days after the approval of the conversion by the partners as required under this article, the converting partnership shall send notice of the approval of the conversion to each partner that has not approved the conversion, accompanied by copies of Section 16701 and a brief description of the procedure to be followed under that section if the partner wishes to dissociate from the partnership. A partner that desires to dissociate from the converting partnership shall send written notice of that dissociation within 30 days after the date of the notice of the approval of the conversion. The converting partnership shall cause the partner’s interest in the entity to be purchased under Section 16701. The converting partnership is bound under Section 16702 by an act of a general partner dissociated under this subdivision, and the partner is liable under Section 16703 for transactions entered into by the converted entity after the conversion takes effect. The dissociation of a partner in connection with a conversion pursuant to the terms of this subdivision shall not be deemed to be a wrongful dissociation under Section 16602. (Amended by Stats. 2002, Ch. 480, Sec. 22. Effective January 1, 2003.)
  191. 16910.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 9. Conversions and Mergers [16901 - 16917] ( Article 9 added by Stats. 1996, Ch. 1003, Sec. 2. )

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    This section allows certain partnerships and other business entities to merge, but only when the conditions listed here are met.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 9. Conversions and Mergers [16901 - 16917] ( Article 9 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 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 more other business entities into one of those other business entities. (3) One or more partnerships, other than a limited liability partnership, and one or more other business entities into one partnership. (b) Notwithstanding subdivision (a), the merger of any number of partnerships with any number of other business entities may be effected only if the other business entities that are organized in California are authorized by the laws under which they are organized to effect the merger, and (1) if a domestic partnership is the surviving partnership, the foreign other business entities are not prohibited by the laws under which they are organized from effecting that merger and (2) if a foreign partnership or foreign other business entity is the survivor of the merger, the laws of the jurisdiction under which the survivor is organized authorize that merger. (Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
  192. 16911.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 9. Conversions and Mergers [16901 - 16917] ( Article 9 added by Stats. 1996, Ch. 1003, Sec. 2. )

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    This section requires merger approval, sets what the merger agreement must contain, and requires the surviving entity to keep and provide copies of the agreement on request.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 9. Conversions and Mergers [16901 - 16917] ( Article 9 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 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 number or percentage of partners specified for merger in the partnership agreement of the constituent partnership. If the partnership agreement fails to specify the required partner approval for merger of the constituent partnership, then the agreement of merger shall be approved by that number or percentage of partners specified by the partnership agreement to approve an amendment to the partnership agreement. However, if the merger effects a change for which the partnership agreement requires a greater number or percentage of partners than that required to amend the partnership agreement, then the merger shall be approved by that greater number or percentage. If the partnership agreement contains no provision specifying the vote required to amend the partnership agreement, then the agreement of merger must be approved by all the partners. The agreement of merger shall be approved on behalf of each constituent other business entity by those persons required to approve the merger by the laws under which it is organized. Other persons may be parties to the agreement of merger. The agreement of merger shall state all of the following: (1) The terms and conditions of the merger. (2) The name and place of organization of the surviving partnership or surviving other business entity, and of each disappearing partnership and disappearing other business entity, and the agreement of merger may change the name of the surviving partnership, which new name may be the same as, or similar to, the name of a disappearing partnership. (3) The manner of converting the partnership interests of each of the constituent partnerships into interests or other securities of the surviving partnership or surviving other business entity, and if partnership interests of any of the constituent partnerships are not to be converted solely into interest or other securities of the surviving partnership or surviving other business entity, the cash, property, rights, interests, or securities which the holders of the partnership interest are to receive in exchange for the partnership interests, which cash, property, rights, interests, or securities may be in addition to or in lieu of interests or other securities of the surviving partnership or surviving other business entity, or that the partnership interests are canceled without consideration. (4) Any other details or provisions as are required by the laws under which any constituent other business entity is organized. (5) Any other details or provisions that are desired, including, without limitation, a provision for the treatment of fractional partnership interests. (b) If the partnership is merging into a limited partnership, then in addition to the approval of the partners as set forth under subdivision (a), the agreement of merger must be approved by all partners who will become general partners of the surviving limited partnership upon the effectiveness of the merger. (c) Notwithstanding its prior approval, an agreement of merger may be amended before the merger takes effect if the amendment is approved by the partners of each constituent partnership, in the same manner as required for approval of the original agreement of merger, and by each of the constituent other business entities. (d) The partners of a constituent partnership may in their discretion, abandon a merger, subject to the contractual rights, if any, of third parties, including other constituent partnerships and constituent other business entities, if the abandonment is approved by the partners of the constituent partnership in the same manner as required for approval of the original agreement of merger. (e) An agreement of merger approved in accordance with subdivision (a) may (1) effect any amendment to the partnership agreement of any domestic constituent partnership or (2) effect the adoption of a new partnership agreement for a domestic constituent partnership if it is the surviving partnership in the merger. Any amendment to a partnership agreement or adoption of a new partnership agreement made pursuant to the foregoing sentence shall be effective at the effective time or date of the merger. (f) The surviving partnership or surviving other business entity shall keep the agreement of merger at the principal place of business of the surviving entity if the surviving entity is a partnership or a foreign other business entity, at the office referred to in Section 1500 if the surviving entity is a domestic corporation, at the office referred to in subdivision (a) of Section 15901.14 if the surviving entity is a domestic limited partnership or at the office referred to in Section 17701.13 if the surviving entity is a domestic limited liability company and, upon the request of a partner of a constituent partnership or a holder of interests or other securities of a constituent other business entity, the authorized person on behalf of the partnership or the surviving other business entity shall promptly deliver to the partner or the holder of interests or other securities, at the expense of the surviving partnership or surviving other business entity, a copy of the agreement of merger. A waiver by a partner or holder of interests or other securities of the rights provided in this subdivision shall be unenforceable. (Amended by Stats. 2012, Ch. 419, Sec. 18. (SB 323) Effective January 1, 2013. Operative January 1, 2014, by Sec. 32 of Ch. 419.)
  193. 16912.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 9. Conversions and Mergers [16901 - 16917] ( Article 9 added by Stats. 1996, Ch. 1003, Sec. 2. )

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    This section sets when a merger becomes effective and treats a certified certificate of merger as conclusive evidence of the merger.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 9. Conversions and Mergers [16901 - 16917] ( Article 9 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 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 which event the merger shall be effective at the future effective date or time: (1) A merger in which no domestic other business entity is a party to the merger shall be effective upon the later of any of the following: (A) The approval of the agreement of merger by all parties to the merger as provided in Section 16911. (B) The filing of all documents required by law to be filed as a condition to the effectiveness of the merger; or (C) Any effective date specified in the agreement of merger; and (2) A merger in which a domestic other business entity is a party to the merger shall be effective upon the filing of the certificate of merger in the office of the Secretary of State. (b) For all mergers in which a certificate of merger is required to be filed under Section 16915, a copy of the certificate of merger duly certified by the Secretary of State is conclusive evidence of the merger of (A) the constituent partnerships (either by themselves or together with constituent other business entities) into the surviving other business entity, or (B) the constituent partnerships or the constituent other business entities, or both, into the surviving partnership. (Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
  194. 16913.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 9. Conversions and Mergers [16901 - 16917] ( Article 9 added by Stats. 1996, Ch. 1003, Sec. 2. )

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    This section sets merger rules for domestic and foreign partnerships and other business entities.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 9. Conversions and Mergers [16901 - 16917] ( Article 9 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 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 with Section 16910. (b) If the surviving entity is a domestic partnership or a domestic other business entity, the merger proceedings with respect to that partnership or other business entity and any domestic disappearing partnership shall conform to the provisions of this chapter governing the merger of domestic partnerships, but if the surviving entity is a foreign partnership or a foreign other business entity, then, subject to the requirements of subdivision (d), the merger proceedings may be in accordance with the laws of the state or place of organization of the surviving partnership or surviving other business entity. (c) If the surviving entity is a domestic other business entity or is a domestic partnership in a merger in which a domestic other business entity is also a party, the certificate of merger shall be filed as provided in subdivision (b) of Section 16915, and thereupon, subject to subdivision (a) of Section 16912, the merger shall be effective as to each domestic constituent partnership and domestic constituent other business entity. (d) If the surviving entity is a foreign partnership or foreign other business entity, the merger shall become effective in accordance with the law of the jurisdiction in which the surviving partnership or surviving other business entity is organized, but shall be effective as to any domestic disappearing partnership as of the time of effectiveness in the foreign jurisdiction in accordance with Section 16912. (Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
  195. 16914.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 9. Conversions and Mergers [16901 - 16917] ( Article 9 added by Stats. 1996, Ch. 1003, Sec. 2. )

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    This section says what happens when a merger takes effect, including transfer of rights and property to the surviving entity, preservation of creditor rights and liens, and notice and service rules for some foreign entity mergers.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 9. Conversions and Mergers [16901 - 16917] ( Article 9 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 16914. (a) When a merger takes effect, all of the following apply: (1) The separate existence of the disappearing partnerships and disappearing other business entities ceases and the surviving partnership or surviving other business entity shall succeed, without other transfer, act, or deed, to all the rights and property whether real, personal, or mixed, of each of the disappearing partnerships and disappearing other business entities and shall be subject to all the debts and liabilities of each in the same manner as if the surviving partnership or surviving other business entity had itself incurred them. (2) All rights of creditors and all liens upon the property of each of the constituent partnerships and constituent other business entities shall be preserved unimpaired and may be enforced against the surviving partnership or the surviving other business entity to the same extent as if the debt, liability, or duty that gave rise to that lien had been incurred or contracted by it, provided that those liens upon the property of a disappearing partnership or disappearing other business entity shall be limited to the property affected thereby immediately before the time the merger is effective. (3) Any action or proceeding pending by or against any disappearing partnership or disappearing other business entity may be prosecuted to judgment, which shall bind the surviving partnership or surviving other business entity, or the surviving partnership or surviving other business entity may be proceeded against or be substituted in the disappearing partnership’s or the disappearing other business entity’s place. (b) (1) Unless a certificate of merger has been filed to effect the merger, the surviving foreign entity shall promptly notify the Secretary of State of the mailing address of its agent for service of process and its principal office, and of any change of address. To enforce an obligation of a partnership that has merged with a foreign partnership or foreign other business entity, the Secretary of State shall only be the agent for service of process in an action or proceeding against the surviving foreign partnership or foreign other business entity, if the agent designated for the service of process for that entity is a natural person and cannot be located with due diligence or if the agent is a corporation and no person to whom delivery may be made can be located with due diligence, or if no agent has been designated and if no one of the officers, partners, managers, members, or agents of the entity can be located after diligent search, and it is so shown by affidavit to the satisfaction of the court. The court then may make an order that service be made by personal delivery to the Secretary of State or to an assistant or deputy Secretary of State of two copies of the process together with two copies of the order, and the order shall set forth an address to which the process shall be sent by the Secretary of State. Service in this manner is deemed complete on the 10th day after delivery of the process to the Secretary of State. (2) Upon receipt of the process and order and the fee set forth in subdivision (c) of Section 12197 of the Government Code, the Secretary of State shall give notice to the entity of the service of the process by forwarding by certified mail, return receipt requested, a copy of the process and order to the address specified in the order. (3) The Secretary of State shall keep a record of all process served upon the Secretary of State and shall record therein the time of service and the Secretary of State’s action with respect thereto. The certificate of the Secretary of State, under the Secretary of State’s official seal, certifying to the receipt of process, the giving of notice thereof to the entity, and the forwarding of the process, shall be competent and prima facie evidence of the matters stated therein. (c) A partner of the surviving partnership or surviving limited partnership, a member of the surviving limited liability company, a shareholder of the surviving corporation, or a holder of equity securities of the surviving other business entity, is liable for all of the following: (1) All obligations of a party to the merger for which that person was personally liable before the merger. (2) All other obligations of the surviving entity incurred before the merger by a party to the merger, but those obligations may be satisfied only out of property of the entity. (3) All obligations of the surviving entity incurred after the merger takes effect, but those obligations may be satisfied only out of property of the entity if that person is a limited partner, a shareholder in a corporation, or, unless expressly provided otherwise in the articles of organization or other constituent documents, a member of a limited liability company or a holder of equity securities in a surviving other business entity. (d) If the obligations incurred before the merger by a party to the merger are not satisfied out of the property of the surviving partnership or surviving other business entity, the general partners of that party immediately before the effective date of the merger, to the extent that party was a partnership or a limited partnership, shall contribute the amount necessary to satisfy that party’s obligations to the surviving entity in the manner provided in Section 16807 or in the limited partnership act of the jurisdiction in which the party was formed, as the case may be, as if the merged party were dissolved. (e) A partner of a domestic disappearing partnership who does not vote in favor of the merger and does not agree to become a partner, member, shareholder, or holder of interest or equity securities of the surviving partnership or surviving other business entity shall have the right to dissociate from the partnership as of the date the merger takes effect. Within 10 days after the approval of the merger by the partners as required under this article, each domestic disappearing partnership shall send notice of the approval of the merger to each partner that has not approved the merger, accompanied by a copy of Section 16701 and a brief description of the procedure to be followed under that section if the partner wishes to dissociate from the partnership. A partner that desires to dissociate from a disappearing partnership shall send written notice of that dissociation within 30 days after the date of the notice of the approval of the merger. The disappearing partnership shall cause the partner’s interest in the entity to be purchased under Section 16701. The surviving entity is bound under Section 16702 by an act of a general partner dissociated under this subdivision, and the partner is liable under Section 16703 for transactions entered into by the surviving entity after the merger takes effect. The dissociation of a partner in connection with a merger pursuant to the terms of this subdivision shall not be deemed a wrongful dissociation under Section 16602. (Amended by Stats. 2022, Ch. 617, Sec. 109. (SB 1202) Effective January 1, 2023.)
  196. 16915.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 9. Conversions and Mergers [16901 - 16917] ( Article 9 added by Stats. 1996, Ch. 1003, Sec. 2. )

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    This section lets certain surviving entities file merger paperwork with the Secretary of State and requires other merger filings in domestic partnership mergers.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 9. Conversions and Mergers [16901 - 16917] ( Article 9 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 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 other business entity is a party, the surviving partnership or surviving foreign other business entity may file with the Secretary of State a statement that one or more partnerships have merged into the surviving partnership or surviving foreign other business entity, or that one or more partnerships or foreign other business entities have merged into the surviving domestic partnership. A statement of merger shall contain the following: (1) The name of each partnership or foreign other business entity that is a party to the merger. (2) The name of the surviving entity into which the other partnerships or foreign other business entities were merged. (3) The street address of the surviving entity’s principal office and of an office in this state, if any. (4) Whether the surviving entity is a partnership or a foreign other business entity, specifying the type of the entity. (b) In a merger involving a domestic partnership in which a domestic other business entity is also a party, after approval of the merger by the constituent partnerships and any constituent other business entities, the constituent partnerships and constituent other business entities shall file a certificate of merger in the office of, and on a form prescribed by, the Secretary of State, but if the surviving entity is a domestic corporation or a foreign corporation in a merger in which a domestic corporation is a constituent party, the surviving corporation shall file in the office of the Secretary of State a copy of the agreement of merger and attachments required under paragraph (1) of subdivision (g) of Section 1113. The certificate of merger shall be executed and acknowledged by each domestic constituent partnership by two partners (unless a lesser number is provided in the partnership agreement) and by each foreign constituent partnership by one or more partners, and by each constituent other business entity by those persons required to execute the certificate of merger by the laws under which the constituent other business entity is organized. The certificate of merger shall set forth all of the following: (1) The names and the Secretary of State’s file numbers, if any, of each of the constituent partnerships and constituent other business entities, separately identifying the disappearing partnerships and disappearing other business entities and the surviving partnership or surviving other business entity. (2) If a vote of the partners was required under Section 16911, a statement that the principal terms of the agreement of merger were approved by a vote of the partners, which equaled or exceeded the vote required. (3) If the surviving entity is a domestic partnership and not an other business entity, any change to the information set forth in any filed statement of partnership authority of the surviving partnership resulting from the merger, including any change in the name of the surviving partnership resulting from the merger. The filing of a certificate of merger setting forth any changes to any filed statement of partnership authority of the surviving partnership shall have the effect of the filing of a certificate of amendment of the statement of partnership authority by the surviving partnership, and the surviving partnership need not file a certificate of amendment under Section 16105 to reflect those changes. (4) The future effective date or time (which shall be a date or time certain not more than 90 days subsequent to the date of filing) of the merger, if the merger is not to be effective upon the filing of the certificate of merger with the office of the Secretary of State. (5) If the surviving entity is an other business entity or a foreign partnership, the full name, type of entity, legal jurisdiction in which the entity was organized and by whose laws its internal affairs are governed, and the address of the principal place of business of the entity. (6) Any other information required to be stated in the certificate of merger by the laws under which each constituent other business entity is organized. (c) A statement of merger or a certificate of merger, as is applicable under subdivision (a) or (b), shall have the effect of the filing of a cancellation for each disappearing partnership of any statement of partnership authority filed by it, and shall have the effect of filing the notice of cessation required by Section 16954 or 16960, if applicable. (Amended by Stats. 2022, Ch. 617, Sec. 110. (SB 1202) Effective January 1, 2023.)
  197. 16915.5.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 9. Conversions and Mergers [16901 - 16917] ( Article 9 added by Stats. 1996, Ch. 1003, Sec. 2. )

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    After a merger, the surviving entity takes on the disappearing entity’s tax-related filing and payment liabilities, and in some cases the Secretary of State must notify the Franchise Tax Board.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 9. Conversions and Mergers [16901 - 16917] ( Article 9 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 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 each disappearing domestic or foreign partnership or other business entity that is taxed under Part 10 (commencing with Section 17001) of, or under Part 11 (commencing with Section 23001) of, Division 2 of the Revenue and Taxation Code for the following: (1) To prepare and file, or to cause to be prepared and filed, tax and information returns otherwise required of that disappearing entity as specified in Chapter 2 (commencing with Section 18501) of Part 10.2 of Division 2 of the Revenue and Taxation Code. (2) To pay any tax liability determined to be due. (b) If the surviving entity is a domestic limited liability company, domestic corporation, or registered limited liability partnership or a foreign limited liability company, foreign limited liability partnership, or foreign corporation that is registered or qualified to do business in California, the Secretary of State shall notify the Franchise Tax Board of the merger. (Amended by Stats. 2006, Ch. 773, Sec. 38. Effective September 29, 2006.)
  198. 16916.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 9. Conversions and Mergers [16901 - 16917] ( Article 9 added by Stats. 1996, Ch. 1003, Sec. 2. )

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    Recorded merger documents can serve as evidence of ownership of real property in the surviving partnership or entity, and recording the certificate can create a conclusive presumption that the merger was validly completed.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 9. Conversions and Mergers [16901 - 16917] ( Article 9 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 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 business entity pursuant to the laws of this state or of the state or place in which any constituent partnership or constituent other business entity was organized, and the laws of the state or place of organization (including this state) of any disappearing partnership or disappearing other business entity provide substantially that the making and filing of a statement of merger, agreement of merger or certificate of merger vests in the surviving partnership or surviving other business entity all the real property of any disappearing partnership and disappearing other business entity, the filing for record in the office of the county record of any county in this state in which any of the real property of the disappearing partnership or disappearing other business entity is located of either (1) a certificate of merger or agreement of merger certified by the Secretary of State, or other certificate prescribed by the Secretary of State, or (2) a copy of the statement of merger, agreement of merger or certificate of merger, certified by the Secretary of State or an authorized public official of the state or place pursuant to the laws of which the merger is effected, shall evidence record ownership in the surviving partnership or surviving other business entity of all interest of that disappearing partnership or disappearing other business entity in and to the real property located in that county. (b) A filed and, if appropriate, recorded statement of merger, executed and declared to be accurate pursuant to subdivision (c) of Section 16105, stating the name of a partnership or other business entity that is a party to the merger in whose name property was held before the merger and the name of the surviving entity, but not containing all of the other information required by Section 16915, operates with respect to the partnerships or other business entities named to the extent provided in subdivision (a). (c) Recording of the certificate of merger in accordance with subdivision (a) shall create, in favor of bona fide purchasers or encumbrancers for value, a conclusive presumption that the merger was validly completed. (Amended by Stats. 1999, Ch. 437, Sec. 31. Effective January 1, 2000.)
  199. 16917.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 9. Conversions and Mergers [16901 - 16917] ( Article 9 added by Stats. 1996, Ch. 1003, Sec. 2. )

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    This article is not exclusive, and partnerships other than limited liability partnerships may be converted or merged in any other manner allowed by law.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 9. Conversions and Mergers [16901 - 16917] ( Article 9 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 16917. This article is not exclusive. Partnerships, other than limited liability partnerships, may be converted or merged in any other manner provided by law. (Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
  200. 16951.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 10. Limited Liability Partnerships [16951 - 16962] ( Article 10 added by Stats. 1996, Ch. 1003, Sec. 2. )

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    This section recognizes only registered limited liability partnerships and foreign limited liability partnerships, and bars either type from providing professional limited liability partnership services in the state except through licensed persons.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 5. Uniform Partnership Act of 1994 [16100 - 16962] ( Chapter 5 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## ARTICLE 10. Limited Liability Partnerships [16951 - 16962] ( Article 10 added by Stats. 1996, Ch. 1003, Sec. 2. ) ## 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 foreign limited liability partnership, as defined in Section 16101. No registered limited liability partnership or foreign limited liability partnership may render professional limited liability partnership services in this state except through licensed persons. (Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)

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