State Codes and Statutes

Statutes > California > Corp > 15900-15901.17

CORPORATIONS CODE
SECTION 15900-15901.17



15900.  This chapter may be cited as the Uniform Limited Partnership
Act of 2008.



15901.02.  In this chapter, the following terms have the following
meanings:
   (a) "Acknowledged" means that an instrument is either of the
following:
   (1) Formally acknowledged as provided in Article 3 (commencing
with Section 1180) of Chapter 4 of Title 4 of Part 4 of Division 2 of
the Civil Code.
   (2) Executed to include substantially the following wording
preceding the signature: "It is hereby declared that I am the person
who executed this instrument, which execution is my act and deed. Any
certificate of acknowledgment taken without this state before a
notary public or a judge or clerk of a court of record having an
official seal need not be further authenticated."
   (b) "Certificate of limited partnership" means the certificate
required by Section 15902.01. The term includes the certificate as
amended or restated.
   (c) "Contribution," except in the phrase "right of contribution,"
means any benefit provided by a person to a limited partnership in
order to become a partner or in the person's capacity as a partner.
   (d) "Debtor in bankruptcy" means a person that is the subject of
either of the following:
   (1) An order for relief under Title 11 of the United States Code
or a comparable order under a successor statute of general
application.
   (2) A comparable order under federal, state, or foreign law
governing insolvency.
   (e) "Designated office" means either of the following:
   (1) With respect to a limited partnership, the office that the
limited partnership is required to designate and maintain under
Section 15901.14.
   (2) With respect to a foreign limited partnership, its principal
office.
   (f) "Distribution" means a transfer of money or other property
from a limited partnership to a partner in the partner's capacity as
a partner or to a transferee on account of a transferable interest
owned by the transferee.
   (g) "Domestic corporation" means a corporation formed under the
laws of this state.
   (h) "Electronic transmission by the partnership" means a
communication that meets both of the following requirements:
   (1) It is delivered by any of the following means:
   (A) Facsimile transmission or electronic mail when directed to the
facsimile number or electronic mail address, respectively, for the
recipient on the record with the partnership.
   (B) Posting on an electronic message board or other electronic
database, that the partnership has designated for the communication,
together with a separate notice to the recipient of the posting,
which shall be validly delivered upon the later of either the posting
or delivery of the separate notice thereof.
   (C) Other means of electronic communication.
   (2) It is to a recipient that has provided an unrevoked consent to
the use of the means of transmission used by the partnership in the
electronic transmission.
   (i) "Electronic transmission to the partnership" means a
communication that meets both of the following requirements:
   (1) It is delivered by any of the following means:
   (A) Facsimile communication or other electronic mail when directed
to the facsimile number or electronic mail address, respectively,
that the partnership has provided from time to time to the partners
for sending communications to the partnership.
   (B) Posting on an electronic message board or electronic database
that the partnership has designated for the communication. A
transmission shall have been validly delivered upon the posting.
   (C) Other means of electronic communication.
   (2) It is a communication as to which the partnership has placed
in effect reasonable measures to verify that the sender is the
partner purporting to send the transmission, either in person or by
proxy.
   (j) "Foreign limited liability limited partnership" means a
foreign limited partnership whose general partners have limited
liability for the obligations of the foreign limited partnership.
   (k) "Foreign limited partnership" means a partnership formed under
the laws of a jurisdiction other than this state and required by
those laws to have one or more general partners and one or more
limited partners. The term includes a foreign limited liability
limited partnership.
   (l) "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.
   (m) "General partner" means:
   (1) With respect to a limited partnership, a person to whom either
of the following applies:
   (A) The person becomes a general partner under Section 15904.01.
   (B) The person was a general partner in a limited partnership when
the limited partnership became subject to this chapter under
subdivision (a) or (b) of Section 15912.06.
   (2) With respect to a foreign limited partnership, a person that
has rights, powers, and obligations similar to those of a general
partner in a limited partnership.
   (n) "Interests of all partners" means the aggregate interests of
all partners in the current profits derived from business operations
of the partnership.
   (o) "Interests of limited partners" means the aggregate interests
of all limited partners in their respective capacities as limited
partners in the current profits derived from business operations of
the partnership.
   (p) "Limited partner" means:
   (1) With respect to a limited partnership, a person to whom either
of the following applies:
   (A) The person becomes a limited partner under Section 15903.01 or
subdivision (h) of 15907.02.
   (B) The person was a limited partner in a limited partnership when
the limited partnership became subject to this chapter under
subdivision (a) or (b) of Section 15912.06.
   (2) With respect to a foreign limited partnership, a person that
has rights, powers, and obligations similar to those of a limited
partner in a limited partnership.
   (q) "Limited partnership or domestic limited partnership," except
in the phrases "foreign limited partnership" and "foreign limited
liability limited partnership," means an entity, having one or more
general partners and one or more limited partners, which is formed
under this chapter by two or more persons or becomes subject to this
chapter under Article 11 (commencing with Section 15911.01) or
subdivisions (a) or (b) of Section 15912.06.
   (r) "Mail" means first-class mail, postage prepaid, unless
registered mail is specified. Registered mail includes certified
mail.
   (s) "Majority in interest of all partners" means more than 50
percent of the interests of all partners.
   (t) "Majority in interest of the limited partners" means more than
50 percent of the interests of limited partners.
   (u) "Other business entity" means a corporation, general
partnership, limited liability company, business trust, real estate
investment trust, or an unincorporated association other than a
nonprofit association, but excludes a limited partnership.
   (v) "Parent" of a limited partnership means any of the following:
   (1) A general partner of the limited partnership.
   (2) A person possessing, directly or indirectly, the power to
direct or cause the direction of the management and policies of a
general partner of the limited partnership.
   (3) A person owning, directly or indirectly, limited partnership
interests possessing more than 50 percent of the aggregate voting
power of the limited partnership.
   (w) "Partner" means a limited partner or general partner.
   (x) "Partnership agreement" means the partners' agreement, whether
oral, implied, in a record, or in any combination, concerning the
limited partnership. The term includes the agreement as amended.
   (y) "Person" means an individual, partnership, limited
partnership, trust, estate, association, corporation, limited
liability company, or other entity, whether domestic or foreign.
   (z) "Person dissociated as a general partner" means a person
dissociated as a general partner of a limited partnership.
   (aa) "Principal office" means the office where the principal
executive office of a limited partnership or foreign limited
partnership is located, whether or not the office is located in this
state.
   (ab) "Proxy" means a written authorization signed by a partner or
the partner's attorney in fact giving another person the power to
vote with respect to the interest of that partner. "Signed," for the
purpose of this subdivision, means the placing of the partner's name
on the proxy, whether by manual signature, typewriting, telegraphic
transmission, or otherwise, by the partner or the partner's attorney
in fact.
   (ac) "Record" means information that is inscribed on a tangible
medium or that is stored in an electronic or other medium and is
retrievable in perceivable form.
   (ad) "Required information" means the information that a limited
partnership is required to maintain under Section 15901.11.
   (ae) "Return of capital" means any distribution to a partner to
the extent that the aggregate distributions to that partner do not
exceed that partner's contributions to the partnership.
   (af) "Sign" means either of the following:
   (1) To execute or adopt a tangible symbol with the present intent
to authenticate a record.
   (2) To attach or logically associate an electronic symbol, sound,
or process to or with a record with the present intent to
authenticate the record.
   (ag) "State" means a state of the United States, the District of
Columbia, Puerto Rico, the United States Virgin Islands, or any
territory or insular possession subject to the jurisdiction of the
United States.
   (ah) "Time a notice is given or sent," unless otherwise expressly
provided, means any of the following:
   (1) The time a written notice to a partner or the limited
partnership is deposited in the United States mail.
   (2) The time any other written notice is personally delivered to
the recipient, is delivered to a common carrier for transmission, or
is actually transmitted by the person giving the notice by electronic
means to the recipient.
   (3) The time any oral notice is communicated, in person or by
telephone or wireless, to the recipient or to a person at the office
of the recipient who the person giving the notice has reason to
believe will promptly communicate it to the recipient.
   (ai) (1) "Transact intrastate business" means, for purposes of
registration, entering into repeated and successive transactions of
business in this state, other than interstate or foreign commerce.
   (2) A foreign limited partnership shall not be considered to be
transacting intrastate business within the meaning of paragraph (1)
solely because of its status as one or more of the following:
   (A) A shareholder of a foreign corporation transacting intrastate
business.
   (B) A shareholder of a domestic corporation.
   (C) A limited partner of a foreign limited partnership transacting
intrastate business.
   (D) A limited partner of a domestic limited partnership.
   (E) A member or manager of a foreign limited liability company
transacting intrastate business.
   (F) A member or manager of a domestic limited liability company.
   (3) Without excluding other activities that may not constitute
transacting intrastate business, a foreign limited partnership shall
not be considered to be transacting intrastate business within the
meaning of paragraph (1) solely by reason of carrying on in this
state one or more of the following activities:
   (A) Maintaining or defending any action or suit or any
administrative or arbitration proceeding, or effecting the settlement
thereof or the settlement of claims and disputes.
   (B) Holding meetings of its partners or carrying on other
activities concerning its internal affairs.
   (C) Maintaining bank accounts.
   (D) Maintaining offices or agencies for the transfer, exchange,
and registration of its securities or depositories with relation to
its securities.
   (E) Effecting sales through independent contractors.
   (F) Soliciting or procuring orders, whether by mail or through
employees or agents or otherwise, where the orders require acceptance
without this state before becoming binding contracts.
   (G) Creating or acquiring evidences of debt or mortgages, liens,
or security interests on real or personal property.
   (H) Securing or collecting debts or enforcing mortgages and
security interests in property securing the debts.
   (I) Conducting an isolated transaction completed within a period
of 180 days and not in the course of a number of repeated
transactions of like nature.
   (J) Transacting business in interstate commerce.
   (4) A person shall not be deemed to be transacting intrastate
business in this state within the meaning of paragraph (1) solely
because of the person's status as a limited partner of a domestic
limited partnership or a foreign limited partnership registered to
transact intrastate business in this state.
   This definition shall not apply in determining the contacts or
activities that may subject a foreign limited partnership to service
of process, taxation, jurisdiction, or other regulation under any
other law of this state.
   (aj) "Transfer" includes an assignment, conveyance, deed, bill of
sale, lease, mortgage, creation of a security interest or
encumbrance, gift, and transfer by operation of law.
   (ak) "Transferable interest" means a partner's right to receive
distributions.
   (al) "Transferee" means a person to which all or part of a
transferable interest has been transferred, whether or not the
transferor is a partner.


15901.03.  (a) A person knows a fact if the person has actual
knowledge of it.
   (b) A person has notice of a fact if the person:
   (1) knows of it;
   (2) has received a notification of it;
   (3) has reason to know it exists from all of the facts known to
the person at the time in question; or
   (4) has notice of it under subdivision (c) or (d).
   (c) A certificate of limited partnership on file in the office of
the Secretary of State is notice that the partnership is a limited
partnership and the persons designated in the certificate as general
partners are general partners. Except as otherwise provided in
subdivision (d), the certificate is not notice of any other fact.
   (d) A person has notice of:
   (1) another person's dissociation as a general partner, 90 days
after the effective date of an amendment to the certificate of
limited partnership which states that the other person has
dissociated or 90 days after the effective date of a certificate of
dissociation pertaining to the other person, whichever occurs first;
   (2) a limited partnership's dissolution, 90 days after the
effective date of an amendment to the certificate of limited
partnership stating that the limited partnership is dissolved;
   (3) a limited partnership's termination, 90 days after the
effective date of a certificate of cancellation;
   (4) a limited partnership's conversion under Article 11
(commencing with Section 15911.01), 90 days after the effective date
of the certificate of conversion; or
   (5) a merger under Article 11 (commencing with Section 15911.01),
90 days after the effective date of the certificate of merger.
   (e) A person notifies or gives a notification to another person by
taking steps reasonably required to inform the other person in
ordinary course, whether or not the other person learns of it.
   (f) A person receives a notification when the notification:
   (1) comes to the person's attention; or
   (2) is delivered at the person's place of business or at any other
place held out by the person as a place for receiving
communications.
   (g) Except as otherwise provided in subdivision (h), 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 for the person 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. A person other than an
individual exercises reasonable diligence if it maintains reasonable
routines for communicating significant information to the individual
conducting the transaction for the person 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.
   (h) A general partner's knowledge, notice, or receipt of a
notification of a fact relating to the limited partnership is
effective immediately as knowledge of, notice to, or receipt of a
notification by the limited partnership, except in the case of a
fraud on the limited partnership committed by or with the consent of
the general partner. A limited partner's knowledge, notice, or
receipt of a notification of a fact relating to the limited
partnership is not effective as knowledge of, notice to, or receipt
of a notification by the limited partnership.



15901.04.  (a) A limited partnership is an entity distinct from its
partners.
   (b) A limited partnership may be organized under this chapter for
any lawful purpose. A limited partnership may engage in any lawful
business activity, whether or not for profit, except the banking
business, the business of issuing policies of insurance and assuming
insurance risks, or the trust company business.
   (c) A limited partnership has a perpetual duration.



15901.05.  A limited partnership has the powers to do all things
necessary or convenient to carry on its activities, including the
power to sue, be sued, and defend in its own name and to maintain an
action against a partner for harm caused to the limited partnership
by a breach of the partnership agreement or violation of a duty to
the partnership.



15901.06.  The law of this state governs relations among the
partners of a limited partnership and between the partners and the
limited partnership and the liability of partners as partners for an
obligation of the limited partnership.


15901.07.  (a) Unless displaced by particular provisions of this
chapter, the principles of law and equity supplement this chapter.
   (b) If an obligation to pay interest arises under this chapter and
the rate is not specified, the rate is that specified in Section
3289 of the Civil Code.



15901.08.  (a) The name of a limited partnership may contain the
name of any partner.
   (b) The name of a limited partnership must contain the phrase
"limited partnership" or the abbreviation "L.P." or "LP" at the end
of its name.
   (c) The name of a foreign limited liability limited partnership
that is applying for a certificate of registration pursuant to
Section 15909.02 must contain the phrase "limited liability limited
partnership" or the abbreviation "LLLP" or "L.L.L.P." and must not
contain the abbreviation "L.P." or "LP."
   (d) Unless authorized by subdivision (e), the name of a limited
partnership must be distinguishable in the records of the Secretary
of State from:
   (1) the name of any limited partnership that has previously filed
a certificate pursuant to Section 15902.01 or any foreign limited
partnership registered pursuant to Section 15909.01; and
   (2) each name reserved under Section 15901.09.
   (e) A limited partnership may apply to the Secretary of State for
authorization to use a name that does not comply with subdivision
(d). The Secretary of State shall authorize use of the name applied
for if, as to each conflicting name:
   (1) the present user, registrant, or owner of the conflicting name
consents in a signed record to the use and submits an undertaking in
a form satisfactory to the Secretary of State to change the
conflicting name to a name that complies with subdivision (d) and is
distinguishable in the records of the Secretary of State from the
name applied for;
   (2) the applicant delivers to the Secretary of State a certified
copy of the final judgment of a court of competent jurisdiction
establishing the applicant's right to use in this state the name
applied for; or
   (3) the applicant delivers to the Secretary of State proof
satisfactory to the Secretary of State that the present user,
registrant, or owner of the conflicting name:
   (A) has merged into the applicant;
   (B) has been converted into the applicant; or
   (C) has transferred substantially all of its assets, including the
conflicting name, to the applicant.
   (f) Subject to Section 15909.05, this section applies to any
foreign limited partnership transacting business in this state,
having a certificate of registration to transact business in this
state, or applying for a certificate of registration.
   (g) The name of a limited partnership may not contain the words
"bank," "insurance," "trust," "trustee," "incorporated," "inc.,"
"corporation" or "corp."



15901.09.  (a) The exclusive right to the use of a name that
complies with Section 15901.08 may be reserved by:
   (1) a person intending to organize a limited partnership under
this chapter and to adopt the name;
   (2) a limited partnership or a foreign limited partnership
authorized to transact business in this state intending to adopt the
name;
   (3) a foreign limited partnership intending to obtain a
certificate of registration to transact business in this state and
adopt the name;
   (4) a person intending to organize a foreign limited partnership
and intending to have it obtain a certificate of registration to
transact business in this state and adopt the name;
   (5) a foreign limited partnership formed under the name; or
   (6) a foreign limited partnership formed under a name that does
not comply with subdivision (b) or (c) of Section 15901.08, but the
name reserved under this paragraph may differ from the foreign
limited partnership's name only to the extent necessary to comply
with subdivision (b) or (c) of Section 15901.08.
   (b) A person may apply to reserve a name under subdivision (a) by
delivering to the Secretary of State an application that states the
name to be reserved and the paragraph of subdivision (a) which
applies. If the Secretary of State finds that the name is available
for use by the applicant, the Secretary of State shall issue a
certificate of name reservation and thereby reserve the name for the
exclusive use of the applicant for 60 days.
   (c) An applicant that has reserved a name pursuant to subdivision
(b) may reserve the same name for an additional 60-day period. The
Secretary of State shall not issue a certificate reserving the same
name for two or more consecutive 60-day periods to the same applicant
or for the use or benefit of the same person.
   (d) A person that has reserved a name under this section may
transfer the reserved name to another person, effective upon delivery
to the Secretary of State of a notice of transfer that states the
reserved name, the name and address of the person to which the
reservation is to be transferred, and the paragraph of subdivision
(a) which applies to the other person.



15901.10.  (a) Except as otherwise provided in subdivision (b), the
partnership agreement governs relations among the partners and
between the partners and the partnership. 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) A partnership agreement may not do any of the following:
   (1) Vary a limited partnership's power under Section 15901.05 to
sue, be sued, and defend in its own name.
   (2) Vary the law applicable to a limited partnership under Section
15901.06.
   (3) Vary the requirements of Section 15902.04.
   (4) Vary the information required under Section 15901.11 or
unreasonably restrict the right to information under Section 15903.04
or 15904.07, but the partnership agreement may impose reasonable
restrictions on the availability and use of information obtained
under those sections and may define appropriate remedies, including
liquidated damages, for a breach of any reasonable restriction on
use.
   (5) Eliminate the duty of loyalty under Section 15904.08, but the
partnership agreement may do either or both of the following:
   (A) Identify specific types or categories of activities that do
not violate the duty of loyalty, if not manifestly unreasonable.
   (B) Specify the number or percentage of partners which may
authorize or ratify, after full disclosure to all partners of all
material facts, a specific act or transaction that otherwise would
violate the duty of loyalty.
   (6) Unreasonably reduce the duty of care under subdivision (c) of
Section 15904.08.
   (7) Eliminate the obligation of good faith and fair dealing under
subdivision (b) of Section 15903.05 and subdivision (d) of Section
15904.08, 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.
   (8) Vary the power of a person to dissociate as a general partner
under subdivision (a) of Section 15906.04 except to require that the
notice under subdivision (a) of Section 15906.03 be in a record.
   (9) Eliminate the power of a court to decree dissolution in the
circumstances specified in subdivision (a) of Section 15908.02.
   (10) Vary the requirement to wind up the partnership's business as
specified in Section 15908.03.
   (11) Unreasonably restrict the right to maintain an action under
Article 10 (commencing with Section 15910.01).
   (12) Restrict the right of a partner to approve a conversion or
merger.
   (13) Vary the provisions of Article 11.5 (commencing with Section
15911.20), except to the extent expressly permitted by such
provisions.
   (14) Restrict rights under this chapter of a person other than a
partner or a transferee.


15901.11.  A limited partnership shall maintain at its designated
office the following information:
   (1) a current list showing the full name and last known street and
mailing address of each partner, separately identifying the general
partners, in alphabetical order, and the limited partners, in
alphabetical order;
   (2) a copy of the initial certificate of limited partnership and
all amendments to and restatements of the certificate, together with
signed copies of any powers of attorney under which any certificate,
amendment, or restatement has been signed;
   (3)  a copy of any filed certificate of conversion or merger;
   (4) a copy of the limited partnership's federal, state, and local
income tax returns and reports, if any, for the six most recent
years;
   (5) a copy of any partnership agreement made in a record and any
amendment made in a record to any partnership agreement;
   (6) a copy of any financial statement of the limited partnership
for the six most recent years;
   (7) a copy of any record made by the limited partnership during
the past three years of any consent given by or vote taken of any
partner pursuant to this chapter or the partnership agreement; and
   (8) unless contained in a partnership agreement made in a record,
a record stating:
   (A) the amount of cash, and a description and statement of the
agreed value of the other benefits, contributed and agreed to be
contributed by each partner;
   (B) (1) the times at which, or events on the happening of which,
any additional contributions agreed to be made by each partner are to
be made;
   (C) for any person that is both a general partner and a limited
partner, a specification of what transferable interest the person
owns in each capacity; and
   (D) any events upon the happening of which the limited partnership
is to be dissolved and its activities wound up.



15901.12.  A partner may lend money to and transact other business
with the limited partnership and has the same rights and obligations
with respect to the loan or other transaction as a person that is not
a partner.


15901.13.  A person may be both a general partner and a limited
partner. A person that is both a general and limited partner has the
rights, powers, duties, and obligations provided by this chapter and
the partnership agreement in each of those capacities. When the
person acts as a general partner, the person is subject to the
obligations, duties and restrictions under this chapter and the
partnership agreement for general partners. When the person acts as a
limited partner, the person is subject to the obligations, duties
and restrictions under this chapter and the partnership agreement for
limited partners.


15901.14.  (a) A limited partnership shall designate and
continuously maintain in this state:
   (1) an office, which need not be a place of its activity in this
state; and
   (2) an agent for service of process.
   (b) A foreign limited partnership shall designate and continuously
maintain in this state an agent for service of process.
   (c) An agent for service of process of a limited partnership or
foreign limited partnership must be an individual who is a resident
of this state or a corporation that has complied with Section 1505 of
the Corporations Code and whose capacity to act as an agent has not
terminated.


15901.15.  Action requiring the consent of partners under this
chapter may be taken without a meeting, and a partner may appoint a
proxy to consent or otherwise act for the partner by signing an
appointment record, either personally or by the partner's attorney in
fact.



15901.16.  (a) In addition to Chapter 4 (commencing with Section
413.10) of Title 5 of Part 2 of the Code of Civil Procedure, process
may be served upon limited partnerships and foreign limited
partnerships as provided in this section.
   (b) Personal service of a copy of any process against the limited
partnership or the foreign limited partnership will constitute valid
service on the limited partnership if delivered either (1) to any
individual designated by it as agent or, if a limited partnership, to
any general partner or (2) if the designated agent or, if a limited
partnership, general partner is a corporation, to any person named in
the latest certificate of the corporate agent filed pursuant to
Section 1505 of the Corporations Code at the office of the corporate
agent or to any officer of the general partner, shall constitute
valid service on the limited partnership or the foreign limited
partnership. No change in the address of the agent for service of
process where the agent is an individual or appointment of a new
agent for service of process shall be effective (1) for a limited
partnership until an amendment to the certificate of limited
partnership is filed or (2) for a foreign limited partnership until
an amendment to the application for registration is filed. In the
case of a foreign limited partnership that has appointed the
Secretary of State as agent for service of process by reason of
subdivision (b) of Section 15909.07, process shall be delivered by
hand to the Secretary of State, or to any person employed in the
capacity of assistant or deputy, which shall be one copy of the
process for each defendant to be served, together with a copy of the
court order authorizing the service and the fee therefor. The order
shall include and set forth an address to which the process shall be
sent by the Secretary of State.
   (c) (1) If an agent for service of process has resigned and has
not been replaced or if the agent designated 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 limited partnership or foreign limited
partnership cannot be served with reasonable diligence upon the
designated agent or, if a foreign limited partnership, upon any
general partner 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 upon a domestic limited partnership
which has filed a certificate or upon a foreign limited partnership
which has a certificate of registration to transact business in this
state 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 any such copy of process and the fee therefor,
the Secretary of State shall give notice of the service of the
process to the limited partnership or foreign limited 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 upon the Secretary of State under this chapter and shall
record therein the time of service and the Secretary of State's
action with reference thereto. A certificate under the Secretary of
State's official seal, certifying to the receipt of process, the
giving of notice thereof to the limited partnership or foreign
limited partnership, and the forwarding of the process pursuant to
this section, shall be competent and prima facie evidence of the
matters stated therein.
   (d) (1) The certificate of a limited partnership and the
application for a certificate of registration of a foreign limited
partnership shall designate, as the agent for service of process, an
individual residing in this state or a corporation which has complied
with Section 1505 of the Corporations Code and whose capacity to act
as an agent has not terminated. If an individual is designated, the
statement shall set forth that person's complete business or
residence address in this state. If a corporate agent is designated,
no address for it shall be set forth.
   (2) An agent designated for service of process may file with the
Secretary of State a signed and acknowledged written statement of
resignation as an agent. Thereupon the authority of the agent to act
in that capacity shall cease and the Secretary of State forthwith
shall give written notice of the filing of the certificate of
resignation by mail to the limited partnership or foreign limited
partnership addressed to its designated office.
   (3) 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, (A) the limited partnership shall promptly file an amendment
to the certificate designating a new agent or (B) the foreign limited
partnership shall promptly file an amendment to the application for
registration.
   (e) In addition to any other discovery rights which may exist, in
any case pending in a California court having jurisdiction in which a
party seeks records from a partnership formed under this chapter,
whether or not the partnership is a party, the court shall have the
power to order the production in California of the books and records
of the partnership on the terms and conditions that the court deems
appropriate.



15901.17.  (a) A partner may, in a written partnership agreement or
other writing, consent to be subject to the nonexclusive jurisdiction
of the courts of a specified jurisdiction, or the exclusive
jurisdiction of the courts of this state.
   (b) If a partner desires to use the arbitration process, that
partner may in a written partnership agreement or other writing,
consent to be nonexclusively subject to arbitration in a specified
state, or to be exclusively subject to arbitration in this state.
   (c) Along with this consent to the jurisdiction of courts or
arbitration, a partner may consent to be served with legal process in
the manner prescribed in the partnership agreement or other writing.


State Codes and Statutes

Statutes > California > Corp > 15900-15901.17

CORPORATIONS CODE
SECTION 15900-15901.17



15900.  This chapter may be cited as the Uniform Limited Partnership
Act of 2008.



15901.02.  In this chapter, the following terms have the following
meanings:
   (a) "Acknowledged" means that an instrument is either of the
following:
   (1) Formally acknowledged as provided in Article 3 (commencing
with Section 1180) of Chapter 4 of Title 4 of Part 4 of Division 2 of
the Civil Code.
   (2) Executed to include substantially the following wording
preceding the signature: "It is hereby declared that I am the person
who executed this instrument, which execution is my act and deed. Any
certificate of acknowledgment taken without this state before a
notary public or a judge or clerk of a court of record having an
official seal need not be further authenticated."
   (b) "Certificate of limited partnership" means the certificate
required by Section 15902.01. The term includes the certificate as
amended or restated.
   (c) "Contribution," except in the phrase "right of contribution,"
means any benefit provided by a person to a limited partnership in
order to become a partner or in the person's capacity as a partner.
   (d) "Debtor in bankruptcy" means a person that is the subject of
either of the following:
   (1) An order for relief under Title 11 of the United States Code
or a comparable order under a successor statute of general
application.
   (2) A comparable order under federal, state, or foreign law
governing insolvency.
   (e) "Designated office" means either of the following:
   (1) With respect to a limited partnership, the office that the
limited partnership is required to designate and maintain under
Section 15901.14.
   (2) With respect to a foreign limited partnership, its principal
office.
   (f) "Distribution" means a transfer of money or other property
from a limited partnership to a partner in the partner's capacity as
a partner or to a transferee on account of a transferable interest
owned by the transferee.
   (g) "Domestic corporation" means a corporation formed under the
laws of this state.
   (h) "Electronic transmission by the partnership" means a
communication that meets both of the following requirements:
   (1) It is delivered by any of the following means:
   (A) Facsimile transmission or electronic mail when directed to the
facsimile number or electronic mail address, respectively, for the
recipient on the record with the partnership.
   (B) Posting on an electronic message board or other electronic
database, that the partnership has designated for the communication,
together with a separate notice to the recipient of the posting,
which shall be validly delivered upon the later of either the posting
or delivery of the separate notice thereof.
   (C) Other means of electronic communication.
   (2) It is to a recipient that has provided an unrevoked consent to
the use of the means of transmission used by the partnership in the
electronic transmission.
   (i) "Electronic transmission to the partnership" means a
communication that meets both of the following requirements:
   (1) It is delivered by any of the following means:
   (A) Facsimile communication or other electronic mail when directed
to the facsimile number or electronic mail address, respectively,
that the partnership has provided from time to time to the partners
for sending communications to the partnership.
   (B) Posting on an electronic message board or electronic database
that the partnership has designated for the communication. A
transmission shall have been validly delivered upon the posting.
   (C) Other means of electronic communication.
   (2) It is a communication as to which the partnership has placed
in effect reasonable measures to verify that the sender is the
partner purporting to send the transmission, either in person or by
proxy.
   (j) "Foreign limited liability limited partnership" means a
foreign limited partnership whose general partners have limited
liability for the obligations of the foreign limited partnership.
   (k) "Foreign limited partnership" means a partnership formed under
the laws of a jurisdiction other than this state and required by
those laws to have one or more general partners and one or more
limited partners. The term includes a foreign limited liability
limited partnership.
   (l) "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.
   (m) "General partner" means:
   (1) With respect to a limited partnership, a person to whom either
of the following applies:
   (A) The person becomes a general partner under Section 15904.01.
   (B) The person was a general partner in a limited partnership when
the limited partnership became subject to this chapter under
subdivision (a) or (b) of Section 15912.06.
   (2) With respect to a foreign limited partnership, a person that
has rights, powers, and obligations similar to those of a general
partner in a limited partnership.
   (n) "Interests of all partners" means the aggregate interests of
all partners in the current profits derived from business operations
of the partnership.
   (o) "Interests of limited partners" means the aggregate interests
of all limited partners in their respective capacities as limited
partners in the current profits derived from business operations of
the partnership.
   (p) "Limited partner" means:
   (1) With respect to a limited partnership, a person to whom either
of the following applies:
   (A) The person becomes a limited partner under Section 15903.01 or
subdivision (h) of 15907.02.
   (B) The person was a limited partner in a limited partnership when
the limited partnership became subject to this chapter under
subdivision (a) or (b) of Section 15912.06.
   (2) With respect to a foreign limited partnership, a person that
has rights, powers, and obligations similar to those of a limited
partner in a limited partnership.
   (q) "Limited partnership or domestic limited partnership," except
in the phrases "foreign limited partnership" and "foreign limited
liability limited partnership," means an entity, having one or more
general partners and one or more limited partners, which is formed
under this chapter by two or more persons or becomes subject to this
chapter under Article 11 (commencing with Section 15911.01) or
subdivisions (a) or (b) of Section 15912.06.
   (r) "Mail" means first-class mail, postage prepaid, unless
registered mail is specified. Registered mail includes certified
mail.
   (s) "Majority in interest of all partners" means more than 50
percent of the interests of all partners.
   (t) "Majority in interest of the limited partners" means more than
50 percent of the interests of limited partners.
   (u) "Other business entity" means a corporation, general
partnership, limited liability company, business trust, real estate
investment trust, or an unincorporated association other than a
nonprofit association, but excludes a limited partnership.
   (v) "Parent" of a limited partnership means any of the following:
   (1) A general partner of the limited partnership.
   (2) A person possessing, directly or indirectly, the power to
direct or cause the direction of the management and policies of a
general partner of the limited partnership.
   (3) A person owning, directly or indirectly, limited partnership
interests possessing more than 50 percent of the aggregate voting
power of the limited partnership.
   (w) "Partner" means a limited partner or general partner.
   (x) "Partnership agreement" means the partners' agreement, whether
oral, implied, in a record, or in any combination, concerning the
limited partnership. The term includes the agreement as amended.
   (y) "Person" means an individual, partnership, limited
partnership, trust, estate, association, corporation, limited
liability company, or other entity, whether domestic or foreign.
   (z) "Person dissociated as a general partner" means a person
dissociated as a general partner of a limited partnership.
   (aa) "Principal office" means the office where the principal
executive office of a limited partnership or foreign limited
partnership is located, whether or not the office is located in this
state.
   (ab) "Proxy" means a written authorization signed by a partner or
the partner's attorney in fact giving another person the power to
vote with respect to the interest of that partner. "Signed," for the
purpose of this subdivision, means the placing of the partner's name
on the proxy, whether by manual signature, typewriting, telegraphic
transmission, or otherwise, by the partner or the partner's attorney
in fact.
   (ac) "Record" means information that is inscribed on a tangible
medium or that is stored in an electronic or other medium and is
retrievable in perceivable form.
   (ad) "Required information" means the information that a limited
partnership is required to maintain under Section 15901.11.
   (ae) "Return of capital" means any distribution to a partner to
the extent that the aggregate distributions to that partner do not
exceed that partner's contributions to the partnership.
   (af) "Sign" means either of the following:
   (1) To execute or adopt a tangible symbol with the present intent
to authenticate a record.
   (2) To attach or logically associate an electronic symbol, sound,
or process to or with a record with the present intent to
authenticate the record.
   (ag) "State" means a state of the United States, the District of
Columbia, Puerto Rico, the United States Virgin Islands, or any
territory or insular possession subject to the jurisdiction of the
United States.
   (ah) "Time a notice is given or sent," unless otherwise expressly
provided, means any of the following:
   (1) The time a written notice to a partner or the limited
partnership is deposited in the United States mail.
   (2) The time any other written notice is personally delivered to
the recipient, is delivered to a common carrier for transmission, or
is actually transmitted by the person giving the notice by electronic
means to the recipient.
   (3) The time any oral notice is communicated, in person or by
telephone or wireless, to the recipient or to a person at the office
of the recipient who the person giving the notice has reason to
believe will promptly communicate it to the recipient.
   (ai) (1) "Transact intrastate business" means, for purposes of
registration, entering into repeated and successive transactions of
business in this state, other than interstate or foreign commerce.
   (2) A foreign limited partnership shall not be considered to be
transacting intrastate business within the meaning of paragraph (1)
solely because of its status as one or more of the following:
   (A) A shareholder of a foreign corporation transacting intrastate
business.
   (B) A shareholder of a domestic corporation.
   (C) A limited partner of a foreign limited partnership transacting
intrastate business.
   (D) A limited partner of a domestic limited partnership.
   (E) A member or manager of a foreign limited liability company
transacting intrastate business.
   (F) A member or manager of a domestic limited liability company.
   (3) Without excluding other activities that may not constitute
transacting intrastate business, a foreign limited partnership shall
not be considered to be transacting intrastate business within the
meaning of paragraph (1) solely by reason of carrying on in this
state one or more of the following activities:
   (A) Maintaining or defending any action or suit or any
administrative or arbitration proceeding, or effecting the settlement
thereof or the settlement of claims and disputes.
   (B) Holding meetings of its partners or carrying on other
activities concerning its internal affairs.
   (C) Maintaining bank accounts.
   (D) Maintaining offices or agencies for the transfer, exchange,
and registration of its securities or depositories with relation to
its securities.
   (E) Effecting sales through independent contractors.
   (F) Soliciting or procuring orders, whether by mail or through
employees or agents or otherwise, where the orders require acceptance
without this state before becoming binding contracts.
   (G) Creating or acquiring evidences of debt or mortgages, liens,
or security interests on real or personal property.
   (H) Securing or collecting debts or enforcing mortgages and
security interests in property securing the debts.
   (I) Conducting an isolated transaction completed within a period
of 180 days and not in the course of a number of repeated
transactions of like nature.
   (J) Transacting business in interstate commerce.
   (4) A person shall not be deemed to be transacting intrastate
business in this state within the meaning of paragraph (1) solely
because of the person's status as a limited partner of a domestic
limited partnership or a foreign limited partnership registered to
transact intrastate business in this state.
   This definition shall not apply in determining the contacts or
activities that may subject a foreign limited partnership to service
of process, taxation, jurisdiction, or other regulation under any
other law of this state.
   (aj) "Transfer" includes an assignment, conveyance, deed, bill of
sale, lease, mortgage, creation of a security interest or
encumbrance, gift, and transfer by operation of law.
   (ak) "Transferable interest" means a partner's right to receive
distributions.
   (al) "Transferee" means a person to which all or part of a
transferable interest has been transferred, whether or not the
transferor is a partner.


15901.03.  (a) A person knows a fact if the person has actual
knowledge of it.
   (b) A person has notice of a fact if the person:
   (1) knows of it;
   (2) has received a notification of it;
   (3) has reason to know it exists from all of the facts known to
the person at the time in question; or
   (4) has notice of it under subdivision (c) or (d).
   (c) A certificate of limited partnership on file in the office of
the Secretary of State is notice that the partnership is a limited
partnership and the persons designated in the certificate as general
partners are general partners. Except as otherwise provided in
subdivision (d), the certificate is not notice of any other fact.
   (d) A person has notice of:
   (1) another person's dissociation as a general partner, 90 days
after the effective date of an amendment to the certificate of
limited partnership which states that the other person has
dissociated or 90 days after the effective date of a certificate of
dissociation pertaining to the other person, whichever occurs first;
   (2) a limited partnership's dissolution, 90 days after the
effective date of an amendment to the certificate of limited
partnership stating that the limited partnership is dissolved;
   (3) a limited partnership's termination, 90 days after the
effective date of a certificate of cancellation;
   (4) a limited partnership's conversion under Article 11
(commencing with Section 15911.01), 90 days after the effective date
of the certificate of conversion; or
   (5) a merger under Article 11 (commencing with Section 15911.01),
90 days after the effective date of the certificate of merger.
   (e) A person notifies or gives a notification to another person by
taking steps reasonably required to inform the other person in
ordinary course, whether or not the other person learns of it.
   (f) A person receives a notification when the notification:
   (1) comes to the person's attention; or
   (2) is delivered at the person's place of business or at any other
place held out by the person as a place for receiving
communications.
   (g) Except as otherwise provided in subdivision (h), 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 for the person 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. A person other than an
individual exercises reasonable diligence if it maintains reasonable
routines for communicating significant information to the individual
conducting the transaction for the person 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.
   (h) A general partner's knowledge, notice, or receipt of a
notification of a fact relating to the limited partnership is
effective immediately as knowledge of, notice to, or receipt of a
notification by the limited partnership, except in the case of a
fraud on the limited partnership committed by or with the consent of
the general partner. A limited partner's knowledge, notice, or
receipt of a notification of a fact relating to the limited
partnership is not effective as knowledge of, notice to, or receipt
of a notification by the limited partnership.



15901.04.  (a) A limited partnership is an entity distinct from its
partners.
   (b) A limited partnership may be organized under this chapter for
any lawful purpose. A limited partnership may engage in any lawful
business activity, whether or not for profit, except the banking
business, the business of issuing policies of insurance and assuming
insurance risks, or the trust company business.
   (c) A limited partnership has a perpetual duration.



15901.05.  A limited partnership has the powers to do all things
necessary or convenient to carry on its activities, including the
power to sue, be sued, and defend in its own name and to maintain an
action against a partner for harm caused to the limited partnership
by a breach of the partnership agreement or violation of a duty to
the partnership.



15901.06.  The law of this state governs relations among the
partners of a limited partnership and between the partners and the
limited partnership and the liability of partners as partners for an
obligation of the limited partnership.


15901.07.  (a) Unless displaced by particular provisions of this
chapter, the principles of law and equity supplement this chapter.
   (b) If an obligation to pay interest arises under this chapter and
the rate is not specified, the rate is that specified in Section
3289 of the Civil Code.



15901.08.  (a) The name of a limited partnership may contain the
name of any partner.
   (b) The name of a limited partnership must contain the phrase
"limited partnership" or the abbreviation "L.P." or "LP" at the end
of its name.
   (c) The name of a foreign limited liability limited partnership
that is applying for a certificate of registration pursuant to
Section 15909.02 must contain the phrase "limited liability limited
partnership" or the abbreviation "LLLP" or "L.L.L.P." and must not
contain the abbreviation "L.P." or "LP."
   (d) Unless authorized by subdivision (e), the name of a limited
partnership must be distinguishable in the records of the Secretary
of State from:
   (1) the name of any limited partnership that has previously filed
a certificate pursuant to Section 15902.01 or any foreign limited
partnership registered pursuant to Section 15909.01; and
   (2) each name reserved under Section 15901.09.
   (e) A limited partnership may apply to the Secretary of State for
authorization to use a name that does not comply with subdivision
(d). The Secretary of State shall authorize use of the name applied
for if, as to each conflicting name:
   (1) the present user, registrant, or owner of the conflicting name
consents in a signed record to the use and submits an undertaking in
a form satisfactory to the Secretary of State to change the
conflicting name to a name that complies with subdivision (d) and is
distinguishable in the records of the Secretary of State from the
name applied for;
   (2) the applicant delivers to the Secretary of State a certified
copy of the final judgment of a court of competent jurisdiction
establishing the applicant's right to use in this state the name
applied for; or
   (3) the applicant delivers to the Secretary of State proof
satisfactory to the Secretary of State that the present user,
registrant, or owner of the conflicting name:
   (A) has merged into the applicant;
   (B) has been converted into the applicant; or
   (C) has transferred substantially all of its assets, including the
conflicting name, to the applicant.
   (f) Subject to Section 15909.05, this section applies to any
foreign limited partnership transacting business in this state,
having a certificate of registration to transact business in this
state, or applying for a certificate of registration.
   (g) The name of a limited partnership may not contain the words
"bank," "insurance," "trust," "trustee," "incorporated," "inc.,"
"corporation" or "corp."



15901.09.  (a) The exclusive right to the use of a name that
complies with Section 15901.08 may be reserved by:
   (1) a person intending to organize a limited partnership under
this chapter and to adopt the name;
   (2) a limited partnership or a foreign limited partnership
authorized to transact business in this state intending to adopt the
name;
   (3) a foreign limited partnership intending to obtain a
certificate of registration to transact business in this state and
adopt the name;
   (4) a person intending to organize a foreign limited partnership
and intending to have it obtain a certificate of registration to
transact business in this state and adopt the name;
   (5) a foreign limited partnership formed under the name; or
   (6) a foreign limited partnership formed under a name that does
not comply with subdivision (b) or (c) of Section 15901.08, but the
name reserved under this paragraph may differ from the foreign
limited partnership's name only to the extent necessary to comply
with subdivision (b) or (c) of Section 15901.08.
   (b) A person may apply to reserve a name under subdivision (a) by
delivering to the Secretary of State an application that states the
name to be reserved and the paragraph of subdivision (a) which
applies. If the Secretary of State finds that the name is available
for use by the applicant, the Secretary of State shall issue a
certificate of name reservation and thereby reserve the name for the
exclusive use of the applicant for 60 days.
   (c) An applicant that has reserved a name pursuant to subdivision
(b) may reserve the same name for an additional 60-day period. The
Secretary of State shall not issue a certificate reserving the same
name for two or more consecutive 60-day periods to the same applicant
or for the use or benefit of the same person.
   (d) A person that has reserved a name under this section may
transfer the reserved name to another person, effective upon delivery
to the Secretary of State of a notice of transfer that states the
reserved name, the name and address of the person to which the
reservation is to be transferred, and the paragraph of subdivision
(a) which applies to the other person.



15901.10.  (a) Except as otherwise provided in subdivision (b), the
partnership agreement governs relations among the partners and
between the partners and the partnership. 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) A partnership agreement may not do any of the following:
   (1) Vary a limited partnership's power under Section 15901.05 to
sue, be sued, and defend in its own name.
   (2) Vary the law applicable to a limited partnership under Section
15901.06.
   (3) Vary the requirements of Section 15902.04.
   (4) Vary the information required under Section 15901.11 or
unreasonably restrict the right to information under Section 15903.04
or 15904.07, but the partnership agreement may impose reasonable
restrictions on the availability and use of information obtained
under those sections and may define appropriate remedies, including
liquidated damages, for a breach of any reasonable restriction on
use.
   (5) Eliminate the duty of loyalty under Section 15904.08, but the
partnership agreement may do either or both of the following:
   (A) Identify specific types or categories of activities that do
not violate the duty of loyalty, if not manifestly unreasonable.
   (B) Specify the number or percentage of partners which may
authorize or ratify, after full disclosure to all partners of all
material facts, a specific act or transaction that otherwise would
violate the duty of loyalty.
   (6) Unreasonably reduce the duty of care under subdivision (c) of
Section 15904.08.
   (7) Eliminate the obligation of good faith and fair dealing under
subdivision (b) of Section 15903.05 and subdivision (d) of Section
15904.08, 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.
   (8) Vary the power of a person to dissociate as a general partner
under subdivision (a) of Section 15906.04 except to require that the
notice under subdivision (a) of Section 15906.03 be in a record.
   (9) Eliminate the power of a court to decree dissolution in the
circumstances specified in subdivision (a) of Section 15908.02.
   (10) Vary the requirement to wind up the partnership's business as
specified in Section 15908.03.
   (11) Unreasonably restrict the right to maintain an action under
Article 10 (commencing with Section 15910.01).
   (12) Restrict the right of a partner to approve a conversion or
merger.
   (13) Vary the provisions of Article 11.5 (commencing with Section
15911.20), except to the extent expressly permitted by such
provisions.
   (14) Restrict rights under this chapter of a person other than a
partner or a transferee.


15901.11.  A limited partnership shall maintain at its designated
office the following information:
   (1) a current list showing the full name and last known street and
mailing address of each partner, separately identifying the general
partners, in alphabetical order, and the limited partners, in
alphabetical order;
   (2) a copy of the initial certificate of limited partnership and
all amendments to and restatements of the certificate, together with
signed copies of any powers of attorney under which any certificate,
amendment, or restatement has been signed;
   (3)  a copy of any filed certificate of conversion or merger;
   (4) a copy of the limited partnership's federal, state, and local
income tax returns and reports, if any, for the six most recent
years;
   (5) a copy of any partnership agreement made in a record and any
amendment made in a record to any partnership agreement;
   (6) a copy of any financial statement of the limited partnership
for the six most recent years;
   (7) a copy of any record made by the limited partnership during
the past three years of any consent given by or vote taken of any
partner pursuant to this chapter or the partnership agreement; and
   (8) unless contained in a partnership agreement made in a record,
a record stating:
   (A) the amount of cash, and a description and statement of the
agreed value of the other benefits, contributed and agreed to be
contributed by each partner;
   (B) (1) the times at which, or events on the happening of which,
any additional contributions agreed to be made by each partner are to
be made;
   (C) for any person that is both a general partner and a limited
partner, a specification of what transferable interest the person
owns in each capacity; and
   (D) any events upon the happening of which the limited partnership
is to be dissolved and its activities wound up.



15901.12.  A partner may lend money to and transact other business
with the limited partnership and has the same rights and obligations
with respect to the loan or other transaction as a person that is not
a partner.


15901.13.  A person may be both a general partner and a limited
partner. A person that is both a general and limited partner has the
rights, powers, duties, and obligations provided by this chapter and
the partnership agreement in each of those capacities. When the
person acts as a general partner, the person is subject to the
obligations, duties and restrictions under this chapter and the
partnership agreement for general partners. When the person acts as a
limited partner, the person is subject to the obligations, duties
and restrictions under this chapter and the partnership agreement for
limited partners.


15901.14.  (a) A limited partnership shall designate and
continuously maintain in this state:
   (1) an office, which need not be a place of its activity in this
state; and
   (2) an agent for service of process.
   (b) A foreign limited partnership shall designate and continuously
maintain in this state an agent for service of process.
   (c) An agent for service of process of a limited partnership or
foreign limited partnership must be an individual who is a resident
of this state or a corporation that has complied with Section 1505 of
the Corporations Code and whose capacity to act as an agent has not
terminated.


15901.15.  Action requiring the consent of partners under this
chapter may be taken without a meeting, and a partner may appoint a
proxy to consent or otherwise act for the partner by signing an
appointment record, either personally or by the partner's attorney in
fact.



15901.16.  (a) In addition to Chapter 4 (commencing with Section
413.10) of Title 5 of Part 2 of the Code of Civil Procedure, process
may be served upon limited partnerships and foreign limited
partnerships as provided in this section.
   (b) Personal service of a copy of any process against the limited
partnership or the foreign limited partnership will constitute valid
service on the limited partnership if delivered either (1) to any
individual designated by it as agent or, if a limited partnership, to
any general partner or (2) if the designated agent or, if a limited
partnership, general partner is a corporation, to any person named in
the latest certificate of the corporate agent filed pursuant to
Section 1505 of the Corporations Code at the office of the corporate
agent or to any officer of the general partner, shall constitute
valid service on the limited partnership or the foreign limited
partnership. No change in the address of the agent for service of
process where the agent is an individual or appointment of a new
agent for service of process shall be effective (1) for a limited
partnership until an amendment to the certificate of limited
partnership is filed or (2) for a foreign limited partnership until
an amendment to the application for registration is filed. In the
case of a foreign limited partnership that has appointed the
Secretary of State as agent for service of process by reason of
subdivision (b) of Section 15909.07, process shall be delivered by
hand to the Secretary of State, or to any person employed in the
capacity of assistant or deputy, which shall be one copy of the
process for each defendant to be served, together with a copy of the
court order authorizing the service and the fee therefor. The order
shall include and set forth an address to which the process shall be
sent by the Secretary of State.
   (c) (1) If an agent for service of process has resigned and has
not been replaced or if the agent designated 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 limited partnership or foreign limited
partnership cannot be served with reasonable diligence upon the
designated agent or, if a foreign limited partnership, upon any
general partner 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 upon a domestic limited partnership
which has filed a certificate or upon a foreign limited partnership
which has a certificate of registration to transact business in this
state 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 any such copy of process and the fee therefor,
the Secretary of State shall give notice of the service of the
process to the limited partnership or foreign limited 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 upon the Secretary of State under this chapter and shall
record therein the time of service and the Secretary of State's
action with reference thereto. A certificate under the Secretary of
State's official seal, certifying to the receipt of process, the
giving of notice thereof to the limited partnership or foreign
limited partnership, and the forwarding of the process pursuant to
this section, shall be competent and prima facie evidence of the
matters stated therein.
   (d) (1) The certificate of a limited partnership and the
application for a certificate of registration of a foreign limited
partnership shall designate, as the agent for service of process, an
individual residing in this state or a corporation which has complied
with Section 1505 of the Corporations Code and whose capacity to act
as an agent has not terminated. If an individual is designated, the
statement shall set forth that person's complete business or
residence address in this state. If a corporate agent is designated,
no address for it shall be set forth.
   (2) An agent designated for service of process may file with the
Secretary of State a signed and acknowledged written statement of
resignation as an agent. Thereupon the authority of the agent to act
in that capacity shall cease and the Secretary of State forthwith
shall give written notice of the filing of the certificate of
resignation by mail to the limited partnership or foreign limited
partnership addressed to its designated office.
   (3) 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, (A) the limited partnership shall promptly file an amendment
to the certificate designating a new agent or (B) the foreign limited
partnership shall promptly file an amendment to the application for
registration.
   (e) In addition to any other discovery rights which may exist, in
any case pending in a California court having jurisdiction in which a
party seeks records from a partnership formed under this chapter,
whether or not the partnership is a party, the court shall have the
power to order the production in California of the books and records
of the partnership on the terms and conditions that the court deems
appropriate.



15901.17.  (a) A partner may, in a written partnership agreement or
other writing, consent to be subject to the nonexclusive jurisdiction
of the courts of a specified jurisdiction, or the exclusive
jurisdiction of the courts of this state.
   (b) If a partner desires to use the arbitration process, that
partner may in a written partnership agreement or other writing,
consent to be nonexclusively subject to arbitration in a specified
state, or to be exclusively subject to arbitration in this state.
   (c) Along with this consent to the jurisdiction of courts or
arbitration, a partner may consent to be served with legal process in
the manner prescribed in the partnership agreement or other writing.



State Codes and Statutes

State Codes and Statutes

Statutes > California > Corp > 15900-15901.17

CORPORATIONS CODE
SECTION 15900-15901.17



15900.  This chapter may be cited as the Uniform Limited Partnership
Act of 2008.



15901.02.  In this chapter, the following terms have the following
meanings:
   (a) "Acknowledged" means that an instrument is either of the
following:
   (1) Formally acknowledged as provided in Article 3 (commencing
with Section 1180) of Chapter 4 of Title 4 of Part 4 of Division 2 of
the Civil Code.
   (2) Executed to include substantially the following wording
preceding the signature: "It is hereby declared that I am the person
who executed this instrument, which execution is my act and deed. Any
certificate of acknowledgment taken without this state before a
notary public or a judge or clerk of a court of record having an
official seal need not be further authenticated."
   (b) "Certificate of limited partnership" means the certificate
required by Section 15902.01. The term includes the certificate as
amended or restated.
   (c) "Contribution," except in the phrase "right of contribution,"
means any benefit provided by a person to a limited partnership in
order to become a partner or in the person's capacity as a partner.
   (d) "Debtor in bankruptcy" means a person that is the subject of
either of the following:
   (1) An order for relief under Title 11 of the United States Code
or a comparable order under a successor statute of general
application.
   (2) A comparable order under federal, state, or foreign law
governing insolvency.
   (e) "Designated office" means either of the following:
   (1) With respect to a limited partnership, the office that the
limited partnership is required to designate and maintain under
Section 15901.14.
   (2) With respect to a foreign limited partnership, its principal
office.
   (f) "Distribution" means a transfer of money or other property
from a limited partnership to a partner in the partner's capacity as
a partner or to a transferee on account of a transferable interest
owned by the transferee.
   (g) "Domestic corporation" means a corporation formed under the
laws of this state.
   (h) "Electronic transmission by the partnership" means a
communication that meets both of the following requirements:
   (1) It is delivered by any of the following means:
   (A) Facsimile transmission or electronic mail when directed to the
facsimile number or electronic mail address, respectively, for the
recipient on the record with the partnership.
   (B) Posting on an electronic message board or other electronic
database, that the partnership has designated for the communication,
together with a separate notice to the recipient of the posting,
which shall be validly delivered upon the later of either the posting
or delivery of the separate notice thereof.
   (C) Other means of electronic communication.
   (2) It is to a recipient that has provided an unrevoked consent to
the use of the means of transmission used by the partnership in the
electronic transmission.
   (i) "Electronic transmission to the partnership" means a
communication that meets both of the following requirements:
   (1) It is delivered by any of the following means:
   (A) Facsimile communication or other electronic mail when directed
to the facsimile number or electronic mail address, respectively,
that the partnership has provided from time to time to the partners
for sending communications to the partnership.
   (B) Posting on an electronic message board or electronic database
that the partnership has designated for the communication. A
transmission shall have been validly delivered upon the posting.
   (C) Other means of electronic communication.
   (2) It is a communication as to which the partnership has placed
in effect reasonable measures to verify that the sender is the
partner purporting to send the transmission, either in person or by
proxy.
   (j) "Foreign limited liability limited partnership" means a
foreign limited partnership whose general partners have limited
liability for the obligations of the foreign limited partnership.
   (k) "Foreign limited partnership" means a partnership formed under
the laws of a jurisdiction other than this state and required by
those laws to have one or more general partners and one or more
limited partners. The term includes a foreign limited liability
limited partnership.
   (l) "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.
   (m) "General partner" means:
   (1) With respect to a limited partnership, a person to whom either
of the following applies:
   (A) The person becomes a general partner under Section 15904.01.
   (B) The person was a general partner in a limited partnership when
the limited partnership became subject to this chapter under
subdivision (a) or (b) of Section 15912.06.
   (2) With respect to a foreign limited partnership, a person that
has rights, powers, and obligations similar to those of a general
partner in a limited partnership.
   (n) "Interests of all partners" means the aggregate interests of
all partners in the current profits derived from business operations
of the partnership.
   (o) "Interests of limited partners" means the aggregate interests
of all limited partners in their respective capacities as limited
partners in the current profits derived from business operations of
the partnership.
   (p) "Limited partner" means:
   (1) With respect to a limited partnership, a person to whom either
of the following applies:
   (A) The person becomes a limited partner under Section 15903.01 or
subdivision (h) of 15907.02.
   (B) The person was a limited partner in a limited partnership when
the limited partnership became subject to this chapter under
subdivision (a) or (b) of Section 15912.06.
   (2) With respect to a foreign limited partnership, a person that
has rights, powers, and obligations similar to those of a limited
partner in a limited partnership.
   (q) "Limited partnership or domestic limited partnership," except
in the phrases "foreign limited partnership" and "foreign limited
liability limited partnership," means an entity, having one or more
general partners and one or more limited partners, which is formed
under this chapter by two or more persons or becomes subject to this
chapter under Article 11 (commencing with Section 15911.01) or
subdivisions (a) or (b) of Section 15912.06.
   (r) "Mail" means first-class mail, postage prepaid, unless
registered mail is specified. Registered mail includes certified
mail.
   (s) "Majority in interest of all partners" means more than 50
percent of the interests of all partners.
   (t) "Majority in interest of the limited partners" means more than
50 percent of the interests of limited partners.
   (u) "Other business entity" means a corporation, general
partnership, limited liability company, business trust, real estate
investment trust, or an unincorporated association other than a
nonprofit association, but excludes a limited partnership.
   (v) "Parent" of a limited partnership means any of the following:
   (1) A general partner of the limited partnership.
   (2) A person possessing, directly or indirectly, the power to
direct or cause the direction of the management and policies of a
general partner of the limited partnership.
   (3) A person owning, directly or indirectly, limited partnership
interests possessing more than 50 percent of the aggregate voting
power of the limited partnership.
   (w) "Partner" means a limited partner or general partner.
   (x) "Partnership agreement" means the partners' agreement, whether
oral, implied, in a record, or in any combination, concerning the
limited partnership. The term includes the agreement as amended.
   (y) "Person" means an individual, partnership, limited
partnership, trust, estate, association, corporation, limited
liability company, or other entity, whether domestic or foreign.
   (z) "Person dissociated as a general partner" means a person
dissociated as a general partner of a limited partnership.
   (aa) "Principal office" means the office where the principal
executive office of a limited partnership or foreign limited
partnership is located, whether or not the office is located in this
state.
   (ab) "Proxy" means a written authorization signed by a partner or
the partner's attorney in fact giving another person the power to
vote with respect to the interest of that partner. "Signed," for the
purpose of this subdivision, means the placing of the partner's name
on the proxy, whether by manual signature, typewriting, telegraphic
transmission, or otherwise, by the partner or the partner's attorney
in fact.
   (ac) "Record" means information that is inscribed on a tangible
medium or that is stored in an electronic or other medium and is
retrievable in perceivable form.
   (ad) "Required information" means the information that a limited
partnership is required to maintain under Section 15901.11.
   (ae) "Return of capital" means any distribution to a partner to
the extent that the aggregate distributions to that partner do not
exceed that partner's contributions to the partnership.
   (af) "Sign" means either of the following:
   (1) To execute or adopt a tangible symbol with the present intent
to authenticate a record.
   (2) To attach or logically associate an electronic symbol, sound,
or process to or with a record with the present intent to
authenticate the record.
   (ag) "State" means a state of the United States, the District of
Columbia, Puerto Rico, the United States Virgin Islands, or any
territory or insular possession subject to the jurisdiction of the
United States.
   (ah) "Time a notice is given or sent," unless otherwise expressly
provided, means any of the following:
   (1) The time a written notice to a partner or the limited
partnership is deposited in the United States mail.
   (2) The time any other written notice is personally delivered to
the recipient, is delivered to a common carrier for transmission, or
is actually transmitted by the person giving the notice by electronic
means to the recipient.
   (3) The time any oral notice is communicated, in person or by
telephone or wireless, to the recipient or to a person at the office
of the recipient who the person giving the notice has reason to
believe will promptly communicate it to the recipient.
   (ai) (1) "Transact intrastate business" means, for purposes of
registration, entering into repeated and successive transactions of
business in this state, other than interstate or foreign commerce.
   (2) A foreign limited partnership shall not be considered to be
transacting intrastate business within the meaning of paragraph (1)
solely because of its status as one or more of the following:
   (A) A shareholder of a foreign corporation transacting intrastate
business.
   (B) A shareholder of a domestic corporation.
   (C) A limited partner of a foreign limited partnership transacting
intrastate business.
   (D) A limited partner of a domestic limited partnership.
   (E) A member or manager of a foreign limited liability company
transacting intrastate business.
   (F) A member or manager of a domestic limited liability company.
   (3) Without excluding other activities that may not constitute
transacting intrastate business, a foreign limited partnership shall
not be considered to be transacting intrastate business within the
meaning of paragraph (1) solely by reason of carrying on in this
state one or more of the following activities:
   (A) Maintaining or defending any action or suit or any
administrative or arbitration proceeding, or effecting the settlement
thereof or the settlement of claims and disputes.
   (B) Holding meetings of its partners or carrying on other
activities concerning its internal affairs.
   (C) Maintaining bank accounts.
   (D) Maintaining offices or agencies for the transfer, exchange,
and registration of its securities or depositories with relation to
its securities.
   (E) Effecting sales through independent contractors.
   (F) Soliciting or procuring orders, whether by mail or through
employees or agents or otherwise, where the orders require acceptance
without this state before becoming binding contracts.
   (G) Creating or acquiring evidences of debt or mortgages, liens,
or security interests on real or personal property.
   (H) Securing or collecting debts or enforcing mortgages and
security interests in property securing the debts.
   (I) Conducting an isolated transaction completed within a period
of 180 days and not in the course of a number of repeated
transactions of like nature.
   (J) Transacting business in interstate commerce.
   (4) A person shall not be deemed to be transacting intrastate
business in this state within the meaning of paragraph (1) solely
because of the person's status as a limited partner of a domestic
limited partnership or a foreign limited partnership registered to
transact intrastate business in this state.
   This definition shall not apply in determining the contacts or
activities that may subject a foreign limited partnership to service
of process, taxation, jurisdiction, or other regulation under any
other law of this state.
   (aj) "Transfer" includes an assignment, conveyance, deed, bill of
sale, lease, mortgage, creation of a security interest or
encumbrance, gift, and transfer by operation of law.
   (ak) "Transferable interest" means a partner's right to receive
distributions.
   (al) "Transferee" means a person to which all or part of a
transferable interest has been transferred, whether or not the
transferor is a partner.


15901.03.  (a) A person knows a fact if the person has actual
knowledge of it.
   (b) A person has notice of a fact if the person:
   (1) knows of it;
   (2) has received a notification of it;
   (3) has reason to know it exists from all of the facts known to
the person at the time in question; or
   (4) has notice of it under subdivision (c) or (d).
   (c) A certificate of limited partnership on file in the office of
the Secretary of State is notice that the partnership is a limited
partnership and the persons designated in the certificate as general
partners are general partners. Except as otherwise provided in
subdivision (d), the certificate is not notice of any other fact.
   (d) A person has notice of:
   (1) another person's dissociation as a general partner, 90 days
after the effective date of an amendment to the certificate of
limited partnership which states that the other person has
dissociated or 90 days after the effective date of a certificate of
dissociation pertaining to the other person, whichever occurs first;
   (2) a limited partnership's dissolution, 90 days after the
effective date of an amendment to the certificate of limited
partnership stating that the limited partnership is dissolved;
   (3) a limited partnership's termination, 90 days after the
effective date of a certificate of cancellation;
   (4) a limited partnership's conversion under Article 11
(commencing with Section 15911.01), 90 days after the effective date
of the certificate of conversion; or
   (5) a merger under Article 11 (commencing with Section 15911.01),
90 days after the effective date of the certificate of merger.
   (e) A person notifies or gives a notification to another person by
taking steps reasonably required to inform the other person in
ordinary course, whether or not the other person learns of it.
   (f) A person receives a notification when the notification:
   (1) comes to the person's attention; or
   (2) is delivered at the person's place of business or at any other
place held out by the person as a place for receiving
communications.
   (g) Except as otherwise provided in subdivision (h), 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 for the person 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. A person other than an
individual exercises reasonable diligence if it maintains reasonable
routines for communicating significant information to the individual
conducting the transaction for the person 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.
   (h) A general partner's knowledge, notice, or receipt of a
notification of a fact relating to the limited partnership is
effective immediately as knowledge of, notice to, or receipt of a
notification by the limited partnership, except in the case of a
fraud on the limited partnership committed by or with the consent of
the general partner. A limited partner's knowledge, notice, or
receipt of a notification of a fact relating to the limited
partnership is not effective as knowledge of, notice to, or receipt
of a notification by the limited partnership.



15901.04.  (a) A limited partnership is an entity distinct from its
partners.
   (b) A limited partnership may be organized under this chapter for
any lawful purpose. A limited partnership may engage in any lawful
business activity, whether or not for profit, except the banking
business, the business of issuing policies of insurance and assuming
insurance risks, or the trust company business.
   (c) A limited partnership has a perpetual duration.



15901.05.  A limited partnership has the powers to do all things
necessary or convenient to carry on its activities, including the
power to sue, be sued, and defend in its own name and to maintain an
action against a partner for harm caused to the limited partnership
by a breach of the partnership agreement or violation of a duty to
the partnership.



15901.06.  The law of this state governs relations among the
partners of a limited partnership and between the partners and the
limited partnership and the liability of partners as partners for an
obligation of the limited partnership.


15901.07.  (a) Unless displaced by particular provisions of this
chapter, the principles of law and equity supplement this chapter.
   (b) If an obligation to pay interest arises under this chapter and
the rate is not specified, the rate is that specified in Section
3289 of the Civil Code.



15901.08.  (a) The name of a limited partnership may contain the
name of any partner.
   (b) The name of a limited partnership must contain the phrase
"limited partnership" or the abbreviation "L.P." or "LP" at the end
of its name.
   (c) The name of a foreign limited liability limited partnership
that is applying for a certificate of registration pursuant to
Section 15909.02 must contain the phrase "limited liability limited
partnership" or the abbreviation "LLLP" or "L.L.L.P." and must not
contain the abbreviation "L.P." or "LP."
   (d) Unless authorized by subdivision (e), the name of a limited
partnership must be distinguishable in the records of the Secretary
of State from:
   (1) the name of any limited partnership that has previously filed
a certificate pursuant to Section 15902.01 or any foreign limited
partnership registered pursuant to Section 15909.01; and
   (2) each name reserved under Section 15901.09.
   (e) A limited partnership may apply to the Secretary of State for
authorization to use a name that does not comply with subdivision
(d). The Secretary of State shall authorize use of the name applied
for if, as to each conflicting name:
   (1) the present user, registrant, or owner of the conflicting name
consents in a signed record to the use and submits an undertaking in
a form satisfactory to the Secretary of State to change the
conflicting name to a name that complies with subdivision (d) and is
distinguishable in the records of the Secretary of State from the
name applied for;
   (2) the applicant delivers to the Secretary of State a certified
copy of the final judgment of a court of competent jurisdiction
establishing the applicant's right to use in this state the name
applied for; or
   (3) the applicant delivers to the Secretary of State proof
satisfactory to the Secretary of State that the present user,
registrant, or owner of the conflicting name:
   (A) has merged into the applicant;
   (B) has been converted into the applicant; or
   (C) has transferred substantially all of its assets, including the
conflicting name, to the applicant.
   (f) Subject to Section 15909.05, this section applies to any
foreign limited partnership transacting business in this state,
having a certificate of registration to transact business in this
state, or applying for a certificate of registration.
   (g) The name of a limited partnership may not contain the words
"bank," "insurance," "trust," "trustee," "incorporated," "inc.,"
"corporation" or "corp."



15901.09.  (a) The exclusive right to the use of a name that
complies with Section 15901.08 may be reserved by:
   (1) a person intending to organize a limited partnership under
this chapter and to adopt the name;
   (2) a limited partnership or a foreign limited partnership
authorized to transact business in this state intending to adopt the
name;
   (3) a foreign limited partnership intending to obtain a
certificate of registration to transact business in this state and
adopt the name;
   (4) a person intending to organize a foreign limited partnership
and intending to have it obtain a certificate of registration to
transact business in this state and adopt the name;
   (5) a foreign limited partnership formed under the name; or
   (6) a foreign limited partnership formed under a name that does
not comply with subdivision (b) or (c) of Section 15901.08, but the
name reserved under this paragraph may differ from the foreign
limited partnership's name only to the extent necessary to comply
with subdivision (b) or (c) of Section 15901.08.
   (b) A person may apply to reserve a name under subdivision (a) by
delivering to the Secretary of State an application that states the
name to be reserved and the paragraph of subdivision (a) which
applies. If the Secretary of State finds that the name is available
for use by the applicant, the Secretary of State shall issue a
certificate of name reservation and thereby reserve the name for the
exclusive use of the applicant for 60 days.
   (c) An applicant that has reserved a name pursuant to subdivision
(b) may reserve the same name for an additional 60-day period. The
Secretary of State shall not issue a certificate reserving the same
name for two or more consecutive 60-day periods to the same applicant
or for the use or benefit of the same person.
   (d) A person that has reserved a name under this section may
transfer the reserved name to another person, effective upon delivery
to the Secretary of State of a notice of transfer that states the
reserved name, the name and address of the person to which the
reservation is to be transferred, and the paragraph of subdivision
(a) which applies to the other person.



15901.10.  (a) Except as otherwise provided in subdivision (b), the
partnership agreement governs relations among the partners and
between the partners and the partnership. 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) A partnership agreement may not do any of the following:
   (1) Vary a limited partnership's power under Section 15901.05 to
sue, be sued, and defend in its own name.
   (2) Vary the law applicable to a limited partnership under Section
15901.06.
   (3) Vary the requirements of Section 15902.04.
   (4) Vary the information required under Section 15901.11 or
unreasonably restrict the right to information under Section 15903.04
or 15904.07, but the partnership agreement may impose reasonable
restrictions on the availability and use of information obtained
under those sections and may define appropriate remedies, including
liquidated damages, for a breach of any reasonable restriction on
use.
   (5) Eliminate the duty of loyalty under Section 15904.08, but the
partnership agreement may do either or both of the following:
   (A) Identify specific types or categories of activities that do
not violate the duty of loyalty, if not manifestly unreasonable.
   (B) Specify the number or percentage of partners which may
authorize or ratify, after full disclosure to all partners of all
material facts, a specific act or transaction that otherwise would
violate the duty of loyalty.
   (6) Unreasonably reduce the duty of care under subdivision (c) of
Section 15904.08.
   (7) Eliminate the obligation of good faith and fair dealing under
subdivision (b) of Section 15903.05 and subdivision (d) of Section
15904.08, 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.
   (8) Vary the power of a person to dissociate as a general partner
under subdivision (a) of Section 15906.04 except to require that the
notice under subdivision (a) of Section 15906.03 be in a record.
   (9) Eliminate the power of a court to decree dissolution in the
circumstances specified in subdivision (a) of Section 15908.02.
   (10) Vary the requirement to wind up the partnership's business as
specified in Section 15908.03.
   (11) Unreasonably restrict the right to maintain an action under
Article 10 (commencing with Section 15910.01).
   (12) Restrict the right of a partner to approve a conversion or
merger.
   (13) Vary the provisions of Article 11.5 (commencing with Section
15911.20), except to the extent expressly permitted by such
provisions.
   (14) Restrict rights under this chapter of a person other than a
partner or a transferee.


15901.11.  A limited partnership shall maintain at its designated
office the following information:
   (1) a current list showing the full name and last known street and
mailing address of each partner, separately identifying the general
partners, in alphabetical order, and the limited partners, in
alphabetical order;
   (2) a copy of the initial certificate of limited partnership and
all amendments to and restatements of the certificate, together with
signed copies of any powers of attorney under which any certificate,
amendment, or restatement has been signed;
   (3)  a copy of any filed certificate of conversion or merger;
   (4) a copy of the limited partnership's federal, state, and local
income tax returns and reports, if any, for the six most recent
years;
   (5) a copy of any partnership agreement made in a record and any
amendment made in a record to any partnership agreement;
   (6) a copy of any financial statement of the limited partnership
for the six most recent years;
   (7) a copy of any record made by the limited partnership during
the past three years of any consent given by or vote taken of any
partner pursuant to this chapter or the partnership agreement; and
   (8) unless contained in a partnership agreement made in a record,
a record stating:
   (A) the amount of cash, and a description and statement of the
agreed value of the other benefits, contributed and agreed to be
contributed by each partner;
   (B) (1) the times at which, or events on the happening of which,
any additional contributions agreed to be made by each partner are to
be made;
   (C) for any person that is both a general partner and a limited
partner, a specification of what transferable interest the person
owns in each capacity; and
   (D) any events upon the happening of which the limited partnership
is to be dissolved and its activities wound up.



15901.12.  A partner may lend money to and transact other business
with the limited partnership and has the same rights and obligations
with respect to the loan or other transaction as a person that is not
a partner.


15901.13.  A person may be both a general partner and a limited
partner. A person that is both a general and limited partner has the
rights, powers, duties, and obligations provided by this chapter and
the partnership agreement in each of those capacities. When the
person acts as a general partner, the person is subject to the
obligations, duties and restrictions under this chapter and the
partnership agreement for general partners. When the person acts as a
limited partner, the person is subject to the obligations, duties
and restrictions under this chapter and the partnership agreement for
limited partners.


15901.14.  (a) A limited partnership shall designate and
continuously maintain in this state:
   (1) an office, which need not be a place of its activity in this
state; and
   (2) an agent for service of process.
   (b) A foreign limited partnership shall designate and continuously
maintain in this state an agent for service of process.
   (c) An agent for service of process of a limited partnership or
foreign limited partnership must be an individual who is a resident
of this state or a corporation that has complied with Section 1505 of
the Corporations Code and whose capacity to act as an agent has not
terminated.


15901.15.  Action requiring the consent of partners under this
chapter may be taken without a meeting, and a partner may appoint a
proxy to consent or otherwise act for the partner by signing an
appointment record, either personally or by the partner's attorney in
fact.



15901.16.  (a) In addition to Chapter 4 (commencing with Section
413.10) of Title 5 of Part 2 of the Code of Civil Procedure, process
may be served upon limited partnerships and foreign limited
partnerships as provided in this section.
   (b) Personal service of a copy of any process against the limited
partnership or the foreign limited partnership will constitute valid
service on the limited partnership if delivered either (1) to any
individual designated by it as agent or, if a limited partnership, to
any general partner or (2) if the designated agent or, if a limited
partnership, general partner is a corporation, to any person named in
the latest certificate of the corporate agent filed pursuant to
Section 1505 of the Corporations Code at the office of the corporate
agent or to any officer of the general partner, shall constitute
valid service on the limited partnership or the foreign limited
partnership. No change in the address of the agent for service of
process where the agent is an individual or appointment of a new
agent for service of process shall be effective (1) for a limited
partnership until an amendment to the certificate of limited
partnership is filed or (2) for a foreign limited partnership until
an amendment to the application for registration is filed. In the
case of a foreign limited partnership that has appointed the
Secretary of State as agent for service of process by reason of
subdivision (b) of Section 15909.07, process shall be delivered by
hand to the Secretary of State, or to any person employed in the
capacity of assistant or deputy, which shall be one copy of the
process for each defendant to be served, together with a copy of the
court order authorizing the service and the fee therefor. The order
shall include and set forth an address to which the process shall be
sent by the Secretary of State.
   (c) (1) If an agent for service of process has resigned and has
not been replaced or if the agent designated 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 limited partnership or foreign limited
partnership cannot be served with reasonable diligence upon the
designated agent or, if a foreign limited partnership, upon any
general partner 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 upon a domestic limited partnership
which has filed a certificate or upon a foreign limited partnership
which has a certificate of registration to transact business in this
state 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 any such copy of process and the fee therefor,
the Secretary of State shall give notice of the service of the
process to the limited partnership or foreign limited 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 upon the Secretary of State under this chapter and shall
record therein the time of service and the Secretary of State's
action with reference thereto. A certificate under the Secretary of
State's official seal, certifying to the receipt of process, the
giving of notice thereof to the limited partnership or foreign
limited partnership, and the forwarding of the process pursuant to
this section, shall be competent and prima facie evidence of the
matters stated therein.
   (d) (1) The certificate of a limited partnership and the
application for a certificate of registration of a foreign limited
partnership shall designate, as the agent for service of process, an
individual residing in this state or a corporation which has complied
with Section 1505 of the Corporations Code and whose capacity to act
as an agent has not terminated. If an individual is designated, the
statement shall set forth that person's complete business or
residence address in this state. If a corporate agent is designated,
no address for it shall be set forth.
   (2) An agent designated for service of process may file with the
Secretary of State a signed and acknowledged written statement of
resignation as an agent. Thereupon the authority of the agent to act
in that capacity shall cease and the Secretary of State forthwith
shall give written notice of the filing of the certificate of
resignation by mail to the limited partnership or foreign limited
partnership addressed to its designated office.
   (3) 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, (A) the limited partnership shall promptly file an amendment
to the certificate designating a new agent or (B) the foreign limited
partnership shall promptly file an amendment to the application for
registration.
   (e) In addition to any other discovery rights which may exist, in
any case pending in a California court having jurisdiction in which a
party seeks records from a partnership formed under this chapter,
whether or not the partnership is a party, the court shall have the
power to order the production in California of the books and records
of the partnership on the terms and conditions that the court deems
appropriate.



15901.17.  (a) A partner may, in a written partnership agreement or
other writing, consent to be subject to the nonexclusive jurisdiction
of the courts of a specified jurisdiction, or the exclusive
jurisdiction of the courts of this state.
   (b) If a partner desires to use the arbitration process, that
partner may in a written partnership agreement or other writing,
consent to be nonexclusively subject to arbitration in a specified
state, or to be exclusively subject to arbitration in this state.
   (c) Along with this consent to the jurisdiction of courts or
arbitration, a partner may consent to be served with legal process in
the manner prescribed in the partnership agreement or other writing.