State Codes and Statutes

Statutes > California > Corp > 15902.01-15902.09

CORPORATIONS CODE
SECTION 15902.01-15902.09



15902.01.  (a) In order for a limited partnership to be formed, a
certificate of limited partnership must be filed with and on a form
prescribed by the Secretary of State and, either before or after the
filing of a certificate of limited partnership, the partners shall
have entered into a partnership agreement. The certificate must
state:
   (1) the name of the limited partnership, which must comply with
Section 15901.08;
   (2) the address of the initial designated office; and
   (3) the name and address of the initial agent for service of
process in accordance with paragraph (1) of subdivision (d) of
Section 15901.16.
   (4) the name and the address of each general partner.
   (b) A certificate of limited partnership may also contain any
other matters but may not vary or otherwise affect the provisions
specified in subdivision (b) of Section 15901.10 in a manner
inconsistent with that section.
   (c) Subject to subdivision (c) of Section 15902.06 a limited
partnership is formed when the Secretary of State files the
certificate of limited partnership.
   (d) Subject to subdivision (b), if any provision of a partnership
agreement is inconsistent with the filed certificate of limited
partnership or with a filed certificate of dissociation,
cancellation, or amendment or filed certificate of conversion or
merger:
   (1) the partnership agreement prevails as to partners and
transferees; and
   (2) the filed certificate of limited partnership, certificate of
dissociation, cancellation, or amendment or filed certificate of
conversion or merger prevails as to persons, other than partners and
transferees, that reasonably rely on the filed record to their
detriment.
   (e) A limited partnership may record in the office of the county
recorder of any county in this state a certified copy of the
certificate of limited partnership, or any amendment thereto, which
has been filed by the Secretary of State. A foreign limited
partnership may record in the office of the county recorder of any
county in the state a certified copy of the application for
registration to transact business, together with the certificate of
registration, referred to in Section 15909.02, or any amendment
thereto, which has been filed by the Secretary of State. The
recording shall create a conclusive presumption in favor of any bona
fide purchaser or encumbrancer for value of the partnership real
property located in the county in which the certified copy has been
recorded, that the persons named as general partners therein are the
general partners of the partnership named and that they are all of
the general partners of the partnership.
   (f) The Secretary of State may cancel the filing of certificates
of limited partnership if a check or other remittance accepted in
payment of the filing fee is not paid upon presentation. For partners
and transferees, the partnership agreement is paramount. Upon
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 and 90 days or less after the original filing.
   (g) The Secretary of State shall include with instructional
materials, provided in conjunction with the form for filing a
certificate of limited partnership under subdivision (a), a notice
that the filing of the certificate of limited partnership will
obligate the limited partnership to pay an annual tax for that
taxable year to the Franchise Tax Board pursuant to Section 17935 of
the Revenue and Taxation Code. That notice shall be updated annually
to specify the dollar amount of the annual tax.




15902.02.  (a) In order to amend its certificate of limited
partnership, a limited partnership must deliver to and on a form
prescribed by the Secretary of State for filing an amendment stating:
   (1) the name and the Secretary of State's file number of the
limited partnership; and
   (2) the changes the amendment makes to the certificate as most
recently amended or restated.
   (b) A limited partnership shall promptly deliver to the Secretary
of State for filing an amendment to a certificate of limited
partnership to reflect:
   (1) the admission of a new general partner;
   (2) the dissociation of a person as a general partner; or
   (3) the appointment of a person to wind up the limited partnership'
s activities under subdivisions (c) or (d) of Section 15908.03.
   (c) A general partner that knows that any information in a filed
certificate of limited partnership was false when the certificate was
filed or has become false due to changed circumstances shall
promptly:
   (1) cause the certificate to be amended; or
   (2) if appropriate, deliver to the Secretary of State for filing
an amendment or a certificate of correction pursuant to Section
15902.07.
   (d) A certificate of limited partnership may be amended at any
time for any other proper purpose as determined by the limited
partnership.
   (e) A restated certificate of limited partnership may be delivered
to and on a form prescribed by the Secretary of State for filing in
the same manner as an amendment.
   (1)  A restated certificate of limited partnership may be filed
that embodies all of the provisions that are in effect contained in
the different certificates that have been filed with the Secretary of
State.
   (2)  A restated certificate of limited partnership may include an
amendment of the certificate of limited partnership not previously
filed with the Secretary of State.
   (3)  The restated certificate of limited partnership shall
supersede the initial certificate of limited partnership and all
amendments thereto previously filed with the Secretary of State.
   (4)  Any amendment effected in connection with the restatement of
the certificate of limited partnership shall be subject to any other
provision of this chapter not inconsistent with this section that
would apply if a separate certificate of amendment were filed to
effect that amendment.
   (f) Subject to subdivision (c) of Section 15902.06, an amendment
or restated certificate is effective when filed by the Secretary of
State.



15902.03.  A dissolved limited partnership that has completed
winding up shall deliver to and on a form prescribed by the Secretary
of State for filing a certificate of cancellation that states:
   (1) the name of the limited partnership and the Secretary of State'
s file number;
   (2) the date of filing of its initial certificate of limited
partnership; and
   (3) any other information as determined by the general partners
filing the certificate or by a person appointed pursuant to
subdivisions (c) or (d) of Section 15908.03.



15902.04.  (a) Each record delivered to the Secretary of State for
filing pursuant to this chapter must be signed in the following
manner:
   (1) An initial certificate of limited partnership must be signed
by all general partners listed in the certificate.
   (2) An amendment designating as general partner a person admitted
under paragraph (2) of subdivision (c) of Section 15908.01 following
the dissociation of a limited partnership's last general partner must
be signed by that person.
   (3) An amendment required by subdivision (c) of Section 15908.03
following the appointment of a person to wind up the dissolved
limited partnership's activities must be signed by that person.
   (4) Any other amendment must be signed by:
   (A) at least one general partner listed in the certificate of
limited partnership;
   (B) each other person designated in the amendment as a new general
partner; and
   (C) each person that the amendment indicates has dissociated as a
general partner, unless:
   (i) the person is deceased or a guardian or general conservator
has been appointed for the person and the amendment so states; or
   (ii) the person has previously delivered to the Secretary of State
for filing a certificate of dissociation.
   (5) A restated certificate of limited partnership must be signed
by at least one general partner listed in the certificate, and, to
the extent the restated certificate effects a change under any other
paragraph of this subdivision, the restated certificate must be
signed in a manner that satisfies that paragraph.
   (6) A certificate of cancellation must be signed by all general
partners listed in the certificate of limited partnership or, if the
certificate of limited partnership of a dissolved limited partnership
lists no general partners, by the person appointed pursuant to
subdivisions (c) or (d) of Section 15908.03 to wind up the dissolved
limited partnership's activities.
   (7)  Certificates of conversion must be signed as provided in
subdivision (b) of Section 15911.06.
   (8)  Certificates of merger must be signed as provided in
subdivision (a) of Section 15911.14.
   (9) Any other record delivered on behalf of a limited partnership
to the Secretary of State for filing must be signed by at least one
general partner listed in the certificate of limited partnership.
   (10) A certificate of dissociation by a person pursuant to
paragraph (4) of subdivision (a) of Section 15906.05 stating that the
person has dissociated as a general partner must be signed by that
person.
   (11) A certificate of withdrawal by a person pursuant to Section
15903.06 must be signed by that person.
   (12) A record delivered on behalf of a foreign limited partnership
to the Secretary of State for filing must be signed by at least one
general partner of the foreign limited partnership.
   (13) Any other record delivered on behalf of any person to the
Secretary of State for filing must be signed by that person.
   (b) Any person may sign by an attorney in fact any record to be
filed pursuant to this chapter.
   (c) The Secretary of State shall not be required to verify that
the person withdrawing or dissociating was ever actually named in an
official filing as a general or limited partner.



15902.05.  (a) If a person required by this chapter to sign a record
or deliver a record to the Secretary of State for filing does not do
so, any other person that is aggrieved may petition the superior
court to order:
   (1) the person to sign the record;
   (2) deliver the record to the Secretary of State for filing; or
   (3) the Secretary of State to file the record unsigned.
   (b) If the person aggrieved under subdivision (a) is not the
limited partnership or foreign limited partnership to which the
record pertains, the aggrieved person shall make the limited
partnership or foreign limited partnership a party to the action. A
person aggrieved under subdivision (a) may seek the remedies provided
in subdivision (a) in the same action in combination or in the
alternative. In any action under this subdivision, if the court finds
the failure of the person to comply with the requirement to sign a
record or deliver a record to the Secretary of State for filing to
have been without justification, the court may award an amount
sufficient to reimburse the persons aggrieved under subdivision (a)
bringing the action for the reasonable expenses incurred by such
persons, including attorneys' fees, in connection with the action or
proceeding.
   (c) A record filed unsigned pursuant to this section is effective
without being signed.
   (d) Any person, other than a general partner, delivering a record
to the Secretary of State for filing, shall state the statutory
authority for such action after the signature on the appropriate
record.



15902.06.  (a) A record authorized or required to be delivered to
the Secretary of State for filing under this chapter must be
completed on a form prescribed by and in a medium permitted by the
Secretary of State, and be delivered to the Secretary of State.
Unless the Secretary of State determines that a record does not
comply with the filing requirements of this chapter, and if all
requisite fees have been paid, the Secretary of State shall file the
record.
   (b) Except as otherwise provided in Sections 15901.16, 15902.01,
and 15902.07, a record delivered to the Secretary of State for filing
under this chapter may specify an effective time and a delayed
effective date. Except as otherwise provided in this chapter, a
record filed by the Secretary of State is effective:
   (1) if the record does not specify a delayed effective date, on
the date the record is filed as evidenced by the Secretary of State's
endorsement of the date on the record;
   (2) if the record specifies a delayed effective date on the
earlier of:
   (A) the specified date; or
   (B) the 90th day after the record is filed; or
   (c) In case a delayed effective date is specified, the record may
be prevented from becoming effective by a certificate stating that by
appropriate action it has been revoked and is null and void,
executed in the same manner as the original record and delivered to
the Secretary of State for filing before the specified effective
date. In the case of certificate of merger, a certificate revoking
the earlier filing need only be executed on behalf of one of the
constituent parties to the merger. If no such revocation certificate
is filed, the record becomes effective on the date specified.
   (d) If the Secretary of State determines that a record delivered
to the Secretary of State for filing does not conform to the law and
returns it to the person delivering it, the record may be resubmitted
accompanied by a written opinion of the member of the State Bar of
California delivering the record or representing the person
delivering it, to the effect that the specific provisions of the
record objected to by the Secretary of State do conform to law and
stating the points and authorities upon which the opinion is based.
The Secretary of State shall rely, with respect to any disputed point
of law, other than the application of Sections 15901.08, 15901.09,
15909.02, and 15909.05, upon that written opinion in determining
whether the record conforms to law. When filed by the Secretary of
State upon resubmission, such record is effective retroactively as of
the date that the original record was delivered to the Secretary of
State for filing.



15902.07.  (a) A limited partnership or foreign limited partnership
may deliver to and on a form prescribed by the Secretary of State for
filing a certificate of correction to correct a record previously
delivered by the limited partnership or foreign limited partnership
to the Secretary of State and filed by the Secretary of State, if at
the time of filing the record contained false or erroneous
information or was defectively signed.
   (b) A certificate of correction may not state a delayed effective
date and must:
   (1) describe the record to be corrected, including its filing date
and file number;
   (2) specify the incorrect information and the reason it is
incorrect or the manner in which the signing was defective; and
   (3) correct the incorrect information or defective signature.
   (c) When filed by the Secretary of State, a certificate of
correction is effective retroactively as of the effective date of the
record the certificate corrects, but the certificate is effective
when filed:
   (1) for the purposes of subdivisions (c) and (d) of Section
15901.03; and
   (2) as to persons relying on the uncorrected record and adversely
affected by the correction.


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.



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 designated 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 prior to 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.


State Codes and Statutes

Statutes > California > Corp > 15902.01-15902.09

CORPORATIONS CODE
SECTION 15902.01-15902.09



15902.01.  (a) In order for a limited partnership to be formed, a
certificate of limited partnership must be filed with and on a form
prescribed by the Secretary of State and, either before or after the
filing of a certificate of limited partnership, the partners shall
have entered into a partnership agreement. The certificate must
state:
   (1) the name of the limited partnership, which must comply with
Section 15901.08;
   (2) the address of the initial designated office; and
   (3) the name and address of the initial agent for service of
process in accordance with paragraph (1) of subdivision (d) of
Section 15901.16.
   (4) the name and the address of each general partner.
   (b) A certificate of limited partnership may also contain any
other matters but may not vary or otherwise affect the provisions
specified in subdivision (b) of Section 15901.10 in a manner
inconsistent with that section.
   (c) Subject to subdivision (c) of Section 15902.06 a limited
partnership is formed when the Secretary of State files the
certificate of limited partnership.
   (d) Subject to subdivision (b), if any provision of a partnership
agreement is inconsistent with the filed certificate of limited
partnership or with a filed certificate of dissociation,
cancellation, or amendment or filed certificate of conversion or
merger:
   (1) the partnership agreement prevails as to partners and
transferees; and
   (2) the filed certificate of limited partnership, certificate of
dissociation, cancellation, or amendment or filed certificate of
conversion or merger prevails as to persons, other than partners and
transferees, that reasonably rely on the filed record to their
detriment.
   (e) A limited partnership may record in the office of the county
recorder of any county in this state a certified copy of the
certificate of limited partnership, or any amendment thereto, which
has been filed by the Secretary of State. A foreign limited
partnership may record in the office of the county recorder of any
county in the state a certified copy of the application for
registration to transact business, together with the certificate of
registration, referred to in Section 15909.02, or any amendment
thereto, which has been filed by the Secretary of State. The
recording shall create a conclusive presumption in favor of any bona
fide purchaser or encumbrancer for value of the partnership real
property located in the county in which the certified copy has been
recorded, that the persons named as general partners therein are the
general partners of the partnership named and that they are all of
the general partners of the partnership.
   (f) The Secretary of State may cancel the filing of certificates
of limited partnership if a check or other remittance accepted in
payment of the filing fee is not paid upon presentation. For partners
and transferees, the partnership agreement is paramount. Upon
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 and 90 days or less after the original filing.
   (g) The Secretary of State shall include with instructional
materials, provided in conjunction with the form for filing a
certificate of limited partnership under subdivision (a), a notice
that the filing of the certificate of limited partnership will
obligate the limited partnership to pay an annual tax for that
taxable year to the Franchise Tax Board pursuant to Section 17935 of
the Revenue and Taxation Code. That notice shall be updated annually
to specify the dollar amount of the annual tax.




15902.02.  (a) In order to amend its certificate of limited
partnership, a limited partnership must deliver to and on a form
prescribed by the Secretary of State for filing an amendment stating:
   (1) the name and the Secretary of State's file number of the
limited partnership; and
   (2) the changes the amendment makes to the certificate as most
recently amended or restated.
   (b) A limited partnership shall promptly deliver to the Secretary
of State for filing an amendment to a certificate of limited
partnership to reflect:
   (1) the admission of a new general partner;
   (2) the dissociation of a person as a general partner; or
   (3) the appointment of a person to wind up the limited partnership'
s activities under subdivisions (c) or (d) of Section 15908.03.
   (c) A general partner that knows that any information in a filed
certificate of limited partnership was false when the certificate was
filed or has become false due to changed circumstances shall
promptly:
   (1) cause the certificate to be amended; or
   (2) if appropriate, deliver to the Secretary of State for filing
an amendment or a certificate of correction pursuant to Section
15902.07.
   (d) A certificate of limited partnership may be amended at any
time for any other proper purpose as determined by the limited
partnership.
   (e) A restated certificate of limited partnership may be delivered
to and on a form prescribed by the Secretary of State for filing in
the same manner as an amendment.
   (1)  A restated certificate of limited partnership may be filed
that embodies all of the provisions that are in effect contained in
the different certificates that have been filed with the Secretary of
State.
   (2)  A restated certificate of limited partnership may include an
amendment of the certificate of limited partnership not previously
filed with the Secretary of State.
   (3)  The restated certificate of limited partnership shall
supersede the initial certificate of limited partnership and all
amendments thereto previously filed with the Secretary of State.
   (4)  Any amendment effected in connection with the restatement of
the certificate of limited partnership shall be subject to any other
provision of this chapter not inconsistent with this section that
would apply if a separate certificate of amendment were filed to
effect that amendment.
   (f) Subject to subdivision (c) of Section 15902.06, an amendment
or restated certificate is effective when filed by the Secretary of
State.



15902.03.  A dissolved limited partnership that has completed
winding up shall deliver to and on a form prescribed by the Secretary
of State for filing a certificate of cancellation that states:
   (1) the name of the limited partnership and the Secretary of State'
s file number;
   (2) the date of filing of its initial certificate of limited
partnership; and
   (3) any other information as determined by the general partners
filing the certificate or by a person appointed pursuant to
subdivisions (c) or (d) of Section 15908.03.



15902.04.  (a) Each record delivered to the Secretary of State for
filing pursuant to this chapter must be signed in the following
manner:
   (1) An initial certificate of limited partnership must be signed
by all general partners listed in the certificate.
   (2) An amendment designating as general partner a person admitted
under paragraph (2) of subdivision (c) of Section 15908.01 following
the dissociation of a limited partnership's last general partner must
be signed by that person.
   (3) An amendment required by subdivision (c) of Section 15908.03
following the appointment of a person to wind up the dissolved
limited partnership's activities must be signed by that person.
   (4) Any other amendment must be signed by:
   (A) at least one general partner listed in the certificate of
limited partnership;
   (B) each other person designated in the amendment as a new general
partner; and
   (C) each person that the amendment indicates has dissociated as a
general partner, unless:
   (i) the person is deceased or a guardian or general conservator
has been appointed for the person and the amendment so states; or
   (ii) the person has previously delivered to the Secretary of State
for filing a certificate of dissociation.
   (5) A restated certificate of limited partnership must be signed
by at least one general partner listed in the certificate, and, to
the extent the restated certificate effects a change under any other
paragraph of this subdivision, the restated certificate must be
signed in a manner that satisfies that paragraph.
   (6) A certificate of cancellation must be signed by all general
partners listed in the certificate of limited partnership or, if the
certificate of limited partnership of a dissolved limited partnership
lists no general partners, by the person appointed pursuant to
subdivisions (c) or (d) of Section 15908.03 to wind up the dissolved
limited partnership's activities.
   (7)  Certificates of conversion must be signed as provided in
subdivision (b) of Section 15911.06.
   (8)  Certificates of merger must be signed as provided in
subdivision (a) of Section 15911.14.
   (9) Any other record delivered on behalf of a limited partnership
to the Secretary of State for filing must be signed by at least one
general partner listed in the certificate of limited partnership.
   (10) A certificate of dissociation by a person pursuant to
paragraph (4) of subdivision (a) of Section 15906.05 stating that the
person has dissociated as a general partner must be signed by that
person.
   (11) A certificate of withdrawal by a person pursuant to Section
15903.06 must be signed by that person.
   (12) A record delivered on behalf of a foreign limited partnership
to the Secretary of State for filing must be signed by at least one
general partner of the foreign limited partnership.
   (13) Any other record delivered on behalf of any person to the
Secretary of State for filing must be signed by that person.
   (b) Any person may sign by an attorney in fact any record to be
filed pursuant to this chapter.
   (c) The Secretary of State shall not be required to verify that
the person withdrawing or dissociating was ever actually named in an
official filing as a general or limited partner.



15902.05.  (a) If a person required by this chapter to sign a record
or deliver a record to the Secretary of State for filing does not do
so, any other person that is aggrieved may petition the superior
court to order:
   (1) the person to sign the record;
   (2) deliver the record to the Secretary of State for filing; or
   (3) the Secretary of State to file the record unsigned.
   (b) If the person aggrieved under subdivision (a) is not the
limited partnership or foreign limited partnership to which the
record pertains, the aggrieved person shall make the limited
partnership or foreign limited partnership a party to the action. A
person aggrieved under subdivision (a) may seek the remedies provided
in subdivision (a) in the same action in combination or in the
alternative. In any action under this subdivision, if the court finds
the failure of the person to comply with the requirement to sign a
record or deliver a record to the Secretary of State for filing to
have been without justification, the court may award an amount
sufficient to reimburse the persons aggrieved under subdivision (a)
bringing the action for the reasonable expenses incurred by such
persons, including attorneys' fees, in connection with the action or
proceeding.
   (c) A record filed unsigned pursuant to this section is effective
without being signed.
   (d) Any person, other than a general partner, delivering a record
to the Secretary of State for filing, shall state the statutory
authority for such action after the signature on the appropriate
record.



15902.06.  (a) A record authorized or required to be delivered to
the Secretary of State for filing under this chapter must be
completed on a form prescribed by and in a medium permitted by the
Secretary of State, and be delivered to the Secretary of State.
Unless the Secretary of State determines that a record does not
comply with the filing requirements of this chapter, and if all
requisite fees have been paid, the Secretary of State shall file the
record.
   (b) Except as otherwise provided in Sections 15901.16, 15902.01,
and 15902.07, a record delivered to the Secretary of State for filing
under this chapter may specify an effective time and a delayed
effective date. Except as otherwise provided in this chapter, a
record filed by the Secretary of State is effective:
   (1) if the record does not specify a delayed effective date, on
the date the record is filed as evidenced by the Secretary of State's
endorsement of the date on the record;
   (2) if the record specifies a delayed effective date on the
earlier of:
   (A) the specified date; or
   (B) the 90th day after the record is filed; or
   (c) In case a delayed effective date is specified, the record may
be prevented from becoming effective by a certificate stating that by
appropriate action it has been revoked and is null and void,
executed in the same manner as the original record and delivered to
the Secretary of State for filing before the specified effective
date. In the case of certificate of merger, a certificate revoking
the earlier filing need only be executed on behalf of one of the
constituent parties to the merger. If no such revocation certificate
is filed, the record becomes effective on the date specified.
   (d) If the Secretary of State determines that a record delivered
to the Secretary of State for filing does not conform to the law and
returns it to the person delivering it, the record may be resubmitted
accompanied by a written opinion of the member of the State Bar of
California delivering the record or representing the person
delivering it, to the effect that the specific provisions of the
record objected to by the Secretary of State do conform to law and
stating the points and authorities upon which the opinion is based.
The Secretary of State shall rely, with respect to any disputed point
of law, other than the application of Sections 15901.08, 15901.09,
15909.02, and 15909.05, upon that written opinion in determining
whether the record conforms to law. When filed by the Secretary of
State upon resubmission, such record is effective retroactively as of
the date that the original record was delivered to the Secretary of
State for filing.



15902.07.  (a) A limited partnership or foreign limited partnership
may deliver to and on a form prescribed by the Secretary of State for
filing a certificate of correction to correct a record previously
delivered by the limited partnership or foreign limited partnership
to the Secretary of State and filed by the Secretary of State, if at
the time of filing the record contained false or erroneous
information or was defectively signed.
   (b) A certificate of correction may not state a delayed effective
date and must:
   (1) describe the record to be corrected, including its filing date
and file number;
   (2) specify the incorrect information and the reason it is
incorrect or the manner in which the signing was defective; and
   (3) correct the incorrect information or defective signature.
   (c) When filed by the Secretary of State, a certificate of
correction is effective retroactively as of the effective date of the
record the certificate corrects, but the certificate is effective
when filed:
   (1) for the purposes of subdivisions (c) and (d) of Section
15901.03; and
   (2) as to persons relying on the uncorrected record and adversely
affected by the correction.


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.



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 designated 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 prior to 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.



State Codes and Statutes

State Codes and Statutes

Statutes > California > Corp > 15902.01-15902.09

CORPORATIONS CODE
SECTION 15902.01-15902.09



15902.01.  (a) In order for a limited partnership to be formed, a
certificate of limited partnership must be filed with and on a form
prescribed by the Secretary of State and, either before or after the
filing of a certificate of limited partnership, the partners shall
have entered into a partnership agreement. The certificate must
state:
   (1) the name of the limited partnership, which must comply with
Section 15901.08;
   (2) the address of the initial designated office; and
   (3) the name and address of the initial agent for service of
process in accordance with paragraph (1) of subdivision (d) of
Section 15901.16.
   (4) the name and the address of each general partner.
   (b) A certificate of limited partnership may also contain any
other matters but may not vary or otherwise affect the provisions
specified in subdivision (b) of Section 15901.10 in a manner
inconsistent with that section.
   (c) Subject to subdivision (c) of Section 15902.06 a limited
partnership is formed when the Secretary of State files the
certificate of limited partnership.
   (d) Subject to subdivision (b), if any provision of a partnership
agreement is inconsistent with the filed certificate of limited
partnership or with a filed certificate of dissociation,
cancellation, or amendment or filed certificate of conversion or
merger:
   (1) the partnership agreement prevails as to partners and
transferees; and
   (2) the filed certificate of limited partnership, certificate of
dissociation, cancellation, or amendment or filed certificate of
conversion or merger prevails as to persons, other than partners and
transferees, that reasonably rely on the filed record to their
detriment.
   (e) A limited partnership may record in the office of the county
recorder of any county in this state a certified copy of the
certificate of limited partnership, or any amendment thereto, which
has been filed by the Secretary of State. A foreign limited
partnership may record in the office of the county recorder of any
county in the state a certified copy of the application for
registration to transact business, together with the certificate of
registration, referred to in Section 15909.02, or any amendment
thereto, which has been filed by the Secretary of State. The
recording shall create a conclusive presumption in favor of any bona
fide purchaser or encumbrancer for value of the partnership real
property located in the county in which the certified copy has been
recorded, that the persons named as general partners therein are the
general partners of the partnership named and that they are all of
the general partners of the partnership.
   (f) The Secretary of State may cancel the filing of certificates
of limited partnership if a check or other remittance accepted in
payment of the filing fee is not paid upon presentation. For partners
and transferees, the partnership agreement is paramount. Upon
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 and 90 days or less after the original filing.
   (g) The Secretary of State shall include with instructional
materials, provided in conjunction with the form for filing a
certificate of limited partnership under subdivision (a), a notice
that the filing of the certificate of limited partnership will
obligate the limited partnership to pay an annual tax for that
taxable year to the Franchise Tax Board pursuant to Section 17935 of
the Revenue and Taxation Code. That notice shall be updated annually
to specify the dollar amount of the annual tax.




15902.02.  (a) In order to amend its certificate of limited
partnership, a limited partnership must deliver to and on a form
prescribed by the Secretary of State for filing an amendment stating:
   (1) the name and the Secretary of State's file number of the
limited partnership; and
   (2) the changes the amendment makes to the certificate as most
recently amended or restated.
   (b) A limited partnership shall promptly deliver to the Secretary
of State for filing an amendment to a certificate of limited
partnership to reflect:
   (1) the admission of a new general partner;
   (2) the dissociation of a person as a general partner; or
   (3) the appointment of a person to wind up the limited partnership'
s activities under subdivisions (c) or (d) of Section 15908.03.
   (c) A general partner that knows that any information in a filed
certificate of limited partnership was false when the certificate was
filed or has become false due to changed circumstances shall
promptly:
   (1) cause the certificate to be amended; or
   (2) if appropriate, deliver to the Secretary of State for filing
an amendment or a certificate of correction pursuant to Section
15902.07.
   (d) A certificate of limited partnership may be amended at any
time for any other proper purpose as determined by the limited
partnership.
   (e) A restated certificate of limited partnership may be delivered
to and on a form prescribed by the Secretary of State for filing in
the same manner as an amendment.
   (1)  A restated certificate of limited partnership may be filed
that embodies all of the provisions that are in effect contained in
the different certificates that have been filed with the Secretary of
State.
   (2)  A restated certificate of limited partnership may include an
amendment of the certificate of limited partnership not previously
filed with the Secretary of State.
   (3)  The restated certificate of limited partnership shall
supersede the initial certificate of limited partnership and all
amendments thereto previously filed with the Secretary of State.
   (4)  Any amendment effected in connection with the restatement of
the certificate of limited partnership shall be subject to any other
provision of this chapter not inconsistent with this section that
would apply if a separate certificate of amendment were filed to
effect that amendment.
   (f) Subject to subdivision (c) of Section 15902.06, an amendment
or restated certificate is effective when filed by the Secretary of
State.



15902.03.  A dissolved limited partnership that has completed
winding up shall deliver to and on a form prescribed by the Secretary
of State for filing a certificate of cancellation that states:
   (1) the name of the limited partnership and the Secretary of State'
s file number;
   (2) the date of filing of its initial certificate of limited
partnership; and
   (3) any other information as determined by the general partners
filing the certificate or by a person appointed pursuant to
subdivisions (c) or (d) of Section 15908.03.



15902.04.  (a) Each record delivered to the Secretary of State for
filing pursuant to this chapter must be signed in the following
manner:
   (1) An initial certificate of limited partnership must be signed
by all general partners listed in the certificate.
   (2) An amendment designating as general partner a person admitted
under paragraph (2) of subdivision (c) of Section 15908.01 following
the dissociation of a limited partnership's last general partner must
be signed by that person.
   (3) An amendment required by subdivision (c) of Section 15908.03
following the appointment of a person to wind up the dissolved
limited partnership's activities must be signed by that person.
   (4) Any other amendment must be signed by:
   (A) at least one general partner listed in the certificate of
limited partnership;
   (B) each other person designated in the amendment as a new general
partner; and
   (C) each person that the amendment indicates has dissociated as a
general partner, unless:
   (i) the person is deceased or a guardian or general conservator
has been appointed for the person and the amendment so states; or
   (ii) the person has previously delivered to the Secretary of State
for filing a certificate of dissociation.
   (5) A restated certificate of limited partnership must be signed
by at least one general partner listed in the certificate, and, to
the extent the restated certificate effects a change under any other
paragraph of this subdivision, the restated certificate must be
signed in a manner that satisfies that paragraph.
   (6) A certificate of cancellation must be signed by all general
partners listed in the certificate of limited partnership or, if the
certificate of limited partnership of a dissolved limited partnership
lists no general partners, by the person appointed pursuant to
subdivisions (c) or (d) of Section 15908.03 to wind up the dissolved
limited partnership's activities.
   (7)  Certificates of conversion must be signed as provided in
subdivision (b) of Section 15911.06.
   (8)  Certificates of merger must be signed as provided in
subdivision (a) of Section 15911.14.
   (9) Any other record delivered on behalf of a limited partnership
to the Secretary of State for filing must be signed by at least one
general partner listed in the certificate of limited partnership.
   (10) A certificate of dissociation by a person pursuant to
paragraph (4) of subdivision (a) of Section 15906.05 stating that the
person has dissociated as a general partner must be signed by that
person.
   (11) A certificate of withdrawal by a person pursuant to Section
15903.06 must be signed by that person.
   (12) A record delivered on behalf of a foreign limited partnership
to the Secretary of State for filing must be signed by at least one
general partner of the foreign limited partnership.
   (13) Any other record delivered on behalf of any person to the
Secretary of State for filing must be signed by that person.
   (b) Any person may sign by an attorney in fact any record to be
filed pursuant to this chapter.
   (c) The Secretary of State shall not be required to verify that
the person withdrawing or dissociating was ever actually named in an
official filing as a general or limited partner.



15902.05.  (a) If a person required by this chapter to sign a record
or deliver a record to the Secretary of State for filing does not do
so, any other person that is aggrieved may petition the superior
court to order:
   (1) the person to sign the record;
   (2) deliver the record to the Secretary of State for filing; or
   (3) the Secretary of State to file the record unsigned.
   (b) If the person aggrieved under subdivision (a) is not the
limited partnership or foreign limited partnership to which the
record pertains, the aggrieved person shall make the limited
partnership or foreign limited partnership a party to the action. A
person aggrieved under subdivision (a) may seek the remedies provided
in subdivision (a) in the same action in combination or in the
alternative. In any action under this subdivision, if the court finds
the failure of the person to comply with the requirement to sign a
record or deliver a record to the Secretary of State for filing to
have been without justification, the court may award an amount
sufficient to reimburse the persons aggrieved under subdivision (a)
bringing the action for the reasonable expenses incurred by such
persons, including attorneys' fees, in connection with the action or
proceeding.
   (c) A record filed unsigned pursuant to this section is effective
without being signed.
   (d) Any person, other than a general partner, delivering a record
to the Secretary of State for filing, shall state the statutory
authority for such action after the signature on the appropriate
record.



15902.06.  (a) A record authorized or required to be delivered to
the Secretary of State for filing under this chapter must be
completed on a form prescribed by and in a medium permitted by the
Secretary of State, and be delivered to the Secretary of State.
Unless the Secretary of State determines that a record does not
comply with the filing requirements of this chapter, and if all
requisite fees have been paid, the Secretary of State shall file the
record.
   (b) Except as otherwise provided in Sections 15901.16, 15902.01,
and 15902.07, a record delivered to the Secretary of State for filing
under this chapter may specify an effective time and a delayed
effective date. Except as otherwise provided in this chapter, a
record filed by the Secretary of State is effective:
   (1) if the record does not specify a delayed effective date, on
the date the record is filed as evidenced by the Secretary of State's
endorsement of the date on the record;
   (2) if the record specifies a delayed effective date on the
earlier of:
   (A) the specified date; or
   (B) the 90th day after the record is filed; or
   (c) In case a delayed effective date is specified, the record may
be prevented from becoming effective by a certificate stating that by
appropriate action it has been revoked and is null and void,
executed in the same manner as the original record and delivered to
the Secretary of State for filing before the specified effective
date. In the case of certificate of merger, a certificate revoking
the earlier filing need only be executed on behalf of one of the
constituent parties to the merger. If no such revocation certificate
is filed, the record becomes effective on the date specified.
   (d) If the Secretary of State determines that a record delivered
to the Secretary of State for filing does not conform to the law and
returns it to the person delivering it, the record may be resubmitted
accompanied by a written opinion of the member of the State Bar of
California delivering the record or representing the person
delivering it, to the effect that the specific provisions of the
record objected to by the Secretary of State do conform to law and
stating the points and authorities upon which the opinion is based.
The Secretary of State shall rely, with respect to any disputed point
of law, other than the application of Sections 15901.08, 15901.09,
15909.02, and 15909.05, upon that written opinion in determining
whether the record conforms to law. When filed by the Secretary of
State upon resubmission, such record is effective retroactively as of
the date that the original record was delivered to the Secretary of
State for filing.



15902.07.  (a) A limited partnership or foreign limited partnership
may deliver to and on a form prescribed by the Secretary of State for
filing a certificate of correction to correct a record previously
delivered by the limited partnership or foreign limited partnership
to the Secretary of State and filed by the Secretary of State, if at
the time of filing the record contained false or erroneous
information or was defectively signed.
   (b) A certificate of correction may not state a delayed effective
date and must:
   (1) describe the record to be corrected, including its filing date
and file number;
   (2) specify the incorrect information and the reason it is
incorrect or the manner in which the signing was defective; and
   (3) correct the incorrect information or defective signature.
   (c) When filed by the Secretary of State, a certificate of
correction is effective retroactively as of the effective date of the
record the certificate corrects, but the certificate is effective
when filed:
   (1) for the purposes of subdivisions (c) and (d) of Section
15901.03; and
   (2) as to persons relying on the uncorrected record and adversely
affected by the correction.


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.



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 designated 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 prior to 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.