reglab/housing_qa huggingface dataset:
CA Corp Code § 15909.07 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2 - PARTNERSHIPS|CHAPTER 4.5 - Uniform Limited Partnership Act of 2008|ARTICLE 9 - Foreign Limited Partnership|Section 15909.07.

15909.07.  (a) In order to cancel its certificate of registration to transact business in this state, a foreign limited partnership must deliver to and on a form prescribed by the Secretary of State for filing a certificate of cancellation containing the name of the foreign limited partnership and the Secretary of State’s file number of the foreign limited partnership signed and acknowledged by a general partner of the foreign limited partnership. The registration is canceled when the certificate becomes effective under Section 15902.06.(b) A foreign limited partnership transacting business in this state may not maintain an action or proceeding in this state unless it has a certificate of registration to transact business in this state.(c) Any foreign limited partnership that transacts intrastate business in this state without registration is subject to a penalty of twenty dollars ($20) for each day that the unauthorized intrastate business is transacted, up to a maximum of ten thousand dollars ($10,000). An action to recover this penalty may be brought, and any recovery shall be paid, as provided in Section 2258.(d) The failure of a foreign limited partnership to have a certificate of registration to transact business in this state does not impair the validity of a contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending an action or proceeding in this state.(e) A partner of a foreign limited partnership is not liable for the obligations of the foreign limited partnership solely by reason of the foreign limited partnership’s having transacted business in this state without a certificate of registration.(f) If a foreign limited partnership transacts business in this state without a certificate of registration or cancels its certificate of registration, it appoints the Secretary of State as its agent for service of process for rights of action arising out of the transaction of business in this state.(Amended by Stats. 2014, Ch. 834, Sec. 29. (SB 1041) Effective January 1, 2015.)
CA Corp Code § 15909.08 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2 - PARTNERSHIPS|CHAPTER 4.5 - Uniform Limited Partnership Act of 2008|ARTICLE 9 - Foreign Limited Partnership|Section 15909.08.

15909.08.  The Attorney General may maintain an action to restrain a foreign limited partnership from transacting business in this state in violation of this article.(Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
CA Corp Code § 15910.01 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2 - PARTNERSHIPS|CHAPTER 4.5 - Uniform Limited Partnership Act of 2008|ARTICLE 10 - Actions by Partners|Section 15910.01.

15910.01.  (a) Subject to subdivision (b), a partner may maintain a direct action against the limited partnership or another partner for legal or equitable relief, with or without an accounting as to the partnership’s activities, to enforce the rights and otherwise protect the interests of the partner, including rights and interests under the partnership agreement or this chapter or arising independently of the partnership relationship.(b) A partner bringing a direct action under this section is required to plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited partnership.(c) The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law.(Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
CA Corp Code § 15910.02 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2 - PARTNERSHIPS|CHAPTER 4.5 - Uniform Limited Partnership Act of 2008|ARTICLE 10 - Actions by Partners|Section 15910.02.

15910.02.  A partner may bring a derivative action to enforce a right of a limited partnership if:(1) the partner first makes a demand on the general partners, requesting that they cause the limited partnership to bring an action to enforce the right, and the general partners do not bring the action within a reasonable time; or(2) a demand would be futile.(Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
CA Corp Code § 15910.03 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2 - PARTNERSHIPS|CHAPTER 4.5 - Uniform Limited Partnership Act of 2008|ARTICLE 10 - Actions by Partners|Section 15910.03.

15910.03.  (a) A derivative action may be maintained only by a person that is a partner at the time the action is commenced and:(1) that was a partner when the conduct giving rise to action occurred; or(2) whose status as a partner devolved upon the person by operation of law or pursuant to the terms of the partnership agreement from a person that was a partner at the time of that conduct.(b) Notwithstanding the foregoing, any partner who does not meet the foregoing requirements may nevertheless be allowed in the discretion of the court to maintain the action on a preliminary showing to and determination by the court, by motion and after a hearing, at which the court shall consider such evidence, by affidavit or testimony, as it deems material that (1) there is a strong prima facie case in favor of the claim asserted on behalf of the partnership, (2) no other similar action has been or is likely to be instituted, (3) the plaintiff acquired the shares before there was disclosure to the public and to the plaintiff of the wrongdoing of which plaintiff complains, (4) unless the action can be maintained the defendant may retain a gain derived from the defendant’s willful breach of a fiduciary duty, and (5) the requested relief will not result in unjust enrichment of the partnership or any partner.(Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
CA Corp Code § 15910.04 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2 - PARTNERSHIPS|CHAPTER 4.5 - Uniform Limited Partnership Act of 2008|ARTICLE 10 - Actions by Partners|Section 15910.04.

15910.04.  In a derivative action, the complaint must state with particularity:(1) the date and content of plaintiff’s demand and the general partners’ response to the demand; or(2) why demand is excused as futile.(Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
CA Corp Code § 15910.05 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2 - PARTNERSHIPS|CHAPTER 4.5 - Uniform Limited Partnership Act of 2008|ARTICLE 10 - Actions by Partners|Section 15910.05.

15910.05.  (a) Except as otherwise provided in subdivision (b):(1) any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited partnership and not to the derivative plaintiff;(2) if the derivative plaintiff receives any of those proceeds, the derivative plaintiff shall immediately remit them to the limited partnership.(b) If a derivative action is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney’s fees, from the recovery of the limited partnership.(Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
CA Corp Code § 15911.01 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2 - PARTNERSHIPS|CHAPTER 4.5 - Uniform Limited Partnership Act of 2008|ARTICLE 11 - Conversion and Merger|Section 15911.01.

15911.01.  For purposes of this article, the following definitions apply:(a) “Converted entity” means the other business entity or foreign other business entity or foreign limited partnership that results from a conversion of a domestic limited partnership under this chapter.(b) “Converted limited partnership” means a domestic limited partnership that results from a conversion of an other business entity or a foreign other business entity or a foreign limited partnership pursuant to Section 15911.08.(c) “Converting limited partnership” means a domestic limited partnership that converts to an other business entity or a foreign other business entity or a foreign limited partnership pursuant to this chapter.(d) “Converting entity” means an other business entity or a foreign other business entity or a foreign limited partnership that converts to a domestic limited partnership pursuant to the terms of Section 15911.08.(e) “Constituent corporation” means a corporation that is merged with or into one or more limited partnerships or other business entities, and that includes a surviving corporation.(f) “Constituent limited partnership” means a limited partnership that is merged with or into one or more other limited partnerships or other business entities, and that includes a surviving limited partnership.(g) “Constituent other business entity” means an other business entity that is merged with or into one or more limited partnerships, and that includes a surviving other business entity.(h) “Disappearing limited partnership” means a constituent limited partnership that is not the surviving limited partnership.(i) “Disappearing other business entity” means a constituent other business entity that is not the surviving other business entity.(j) “Foreign other business entity” means an other business entity formed under the laws of any state other than this state or under the laws of a foreign country.(k) “Other business entity” means a corporation, general partnership, limited liability company, business trust, real estate investment trust, or unincorporated association, other than a nonprofit association, but excludes a limited partnership.(l) “Surviving limited partnership” means a limited partnership into which one or more other limited partnerships or other business entities are merged.(m) “Surviving other business entity” means another business entity into which one or more limited partnerships are merged.(Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
CA Corp Code § 15911.02 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2 - PARTNERSHIPS|CHAPTER 4.5 - Uniform Limited Partnership Act of 2008|ARTICLE 11 - Conversion and Merger|Section 15911.02.

15911.02.  (a) A limited partnership may be converted into another business entity or a foreign other business entity or a foreign limited partnership pursuant to this article if both of the following apply:(1) Pursuant to a conversion into a domestic or foreign partnership or limited liability company or into a foreign limited partnership, each of the partners of the converting limited partnership receives a percentage interest in the profits and capital of the converted entity equal to that partner’s percentage interest in profits and capital of the converting limited partnership as of the effective time of the conversion.(2) Pursuant to a conversion into an other business entity or foreign other business entity not specified in paragraph (1), both of the following occur:(A) Each limited partnership interest of the same class is treated equally with respect to any distribution of cash, property, rights, interests, or securities of the converted entity, unless all limited partners of the class consent.(B) The nonredeemable limited partnership interests of the converting limited partnership are converted only into nonredeemable interests or securities of the converted entity, unless all holders of the unredeemable interests consent.(b) The conversion of a limited partnership to an other business entity or a foreign other business entity or a foreign limited partnership may be effected only if both of the following conditions are satisfied:(1) The law under which the converted entity will exist expressly permits the formation of that entity pursuant to a conversion.(2) The limited partnership complies with all other requirements of any other law that applies to conversion to the converted entity.(Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
CA Corp Code § 15911.04 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2 - PARTNERSHIPS|CHAPTER 4.5 - Uniform Limited Partnership Act of 2008|ARTICLE 11 - Conversion and Merger|Section 15911.04.

15911.04.  (a) A conversion into an other business entity or a foreign other business entity or a foreign limited partnership shall become effective upon the earliest date that all of the following occur:(1) The plan of conversion is approved by the partners of the converting limited partnership, as provided in Section 15911.03.(2) All documents required by law to create the converted entity are filed, which documents shall also contain a statement of conversion if required under Section 15911.06.(3) The effective date, if set forth in the plan of conversion, occurs.(b) A copy of the statement of partnership authority or articles of organization complying with Section 15911.06, if applicable, duly certified by the Secretary of State, is conclusive evidence of the conversion of the limited partnership.(Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
CA Corp Code § 15911.05 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2 - PARTNERSHIPS|CHAPTER 4.5 - Uniform Limited Partnership Act of 2008|ARTICLE 11 - Conversion and Merger|Section 15911.05.

15911.05.  (a) The conversion of a limited partnership into a foreign limited partnership or foreign other business entity shall be required to comply with Section 15911.02.(b) If the limited partnership is converting into a foreign limited partnership or foreign other business entity, those conversion proceedings shall be in accordance with the laws of the state or place of organization of the foreign limited partnership or foreign other business entity and the conversion shall become effective in accordance with that law.(c) (1) To enforce an obligation of a limited partnership that has converted to a foreign limited partnership or foreign other business entity, the Secretary of State shall only be the agent for service of process in an action or proceeding against that converted foreign entity if the agent designated for the service of process for that entity is a natural person and cannot be found with due diligence or if the agent is a corporation and no person to whom delivery may be made may be located with due diligence, or if no agent has been designated and if no one of the officers, partners, managers, members, or agents of that entity may be located after diligent search and it is so shown by affidavit to the satisfaction of the court. The court then may make an order that service be made by personal delivery to the Secretary of State or to an assistant or deputy Secretary of State of two copies of the process together with two copies of the order, and the order shall set forth an address to which the process shall be sent by the Secretary of State. Service in this manner is deemed complete on the 10th day after delivery of the process to the Secretary of State.(2) Upon receipt of the process and order and the fee set forth in Section 12206 of the Government Code, the Secretary of State shall provide notice to that entity of the service of the process by forwarding by certified mail, return receipt requested, a copy of the process and order to the address specified in the order.(3) The Secretary of State shall keep a record of all process served upon the Secretary of State and shall record therein the time of service and the Secretary of State’s action with respect thereto. The certificate of the Secretary of State, under the Secretary of State’s official seal, certifying to the receipt of process, the providing of notice thereof to that entity, and the forwarding of the process shall be competent and prima facie evidence of the matters stated therein.(Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
CA Corp Code § 15911.06 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2 - PARTNERSHIPS|CHAPTER 4.5 - Uniform Limited Partnership Act of 2008|ARTICLE 11 - Conversion and Merger|Section 15911.06.

15911.06.  (a) Upon conversion of a limited partnership, one of the following applies:(1) If the limited partnership is converting into a domestic limited liability company, a statement of conversion shall be completed on the articles of organization for the converted entity and shall be filed with the Secretary of State.(2) If the limited partnership is converting into a domestic partnership, a statement of conversion shall be completed on the statement of partnership authority for the converted entity. If no statement of partnership authority is filed, a certificate of conversion shall be filed separately with the Secretary of State.(3) If the limited partnership is converting into a domestic corporation, a statement of conversion shall be completed on the articles of incorporation for the converted entity and shall be filed with the Secretary of State.(4) If the limited partnership is converting to a foreign limited partnership or foreign other business entity, a certificate of conversion shall be filed with the Secretary of State.(b) Any certificate or statement of conversion shall be executed and acknowledged by all general partners and shall set forth all of the following:(1) The name of the converting limited partnership and the Secretary of State’s file number of the converting limited partnership.(2) A statement that the principal terms of the plan of conversion were approved by a vote of the partners, that equaled or exceeded the vote required under Section 15911.03, specifying each class entitled to vote and the percentage vote required of each class.(3) The form of organization of the converted entity.(4) The name, mailing address, and street address of the converted entity’s agent for service of process and the mailing address of the chief executive office of the converted entity. If a corporation qualified under Section 1505 is designated as the agent, no address for it shall be set forth.(c) The filing with the Secretary of State of a certificate of conversion or a statement of partnership authority, articles of organization, or articles of incorporation containing a statement of conversion as set forth in subdivision (a) shall have the effect of the filing of a certificate of cancellation by the converting limited partnership, and no converting limited partnership that has made the filing is required to file a certificate of cancellation under Section 15902.03 as a result of that conversion.(Amended by Stats. 2015, Ch. 189, Sec. 4. (AB 1471) Effective January 1, 2016.)
CA Corp Code § 15911.08 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2 - PARTNERSHIPS|CHAPTER 4.5 - Uniform Limited Partnership Act of 2008|ARTICLE 11 - Conversion and Merger|Section 15911.08.

15911.08.  (a) An other business entity or a foreign other business entity or a foreign limited partnership may be converted to a domestic limited partnership pursuant to this article only if the converting entity is authorized by the laws under which it is organized to effect the conversion.(b) An other business entity or a foreign other business entity or a foreign limited partnership that desires to convert into a domestic limited partnership shall approve a plan of conversion or another instrument as is required to be approved to effect the conversion pursuant to the laws under which that entity is organized.(c) The conversion of an other business entity or a foreign other business entity or a foreign limited partnership into a domestic limited partnership shall be approved by the number or percentage of the partners, members, shareholders, or holders of interest of the converting entity as is required by the laws under which that entity is organized, or a greater or lesser percentage, subject to applicable laws, as set forth in the converting entity’s partnership agreement, articles of organization, operating agreement, articles or certificate of incorporation, or other governing document.(d) The conversion by an other business entity or a foreign other business entity or a foreign limited partnership into a domestic limited partnership shall be effective under this article at the time the conversion is effective under the laws under which the converting entity is organized, as long as a certificate of limited partnership containing a statement of conversion has been filed with the Secretary of State. If the converting entity’s governing law is silent as to the effectiveness of the conversion, the conversion shall be effective upon the completion of all acts required under this title to form a limited partnership.(e) The filing with the Secretary of State of a certificate of conversion or a certificate of limited partnership containing a statement of conversion pursuant to subdivision (a) shall have the effect of the filing of a certificate of cancellation by the converting foreign limited partnership or foreign limited liability company and no converting foreign limited partnership or foreign limited liability company that has made the filing is required to file a certificate of cancellation under Section 15902.03 or 17708.08 as a result of that conversion. If a converting other business entity is a foreign corporation qualified to transact business in this state, the foreign corporation shall, by virtue of the filing, automatically surrender its right to transact intrastate business.(Amended by Stats. 2012, Ch. 419, Sec. 15. (SB 323) Effective January 1, 2013. Operative January 1, 2014, by Sec. 32 of Ch. 419.)
CA Corp Code § 15911.10 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2 - PARTNERSHIPS|CHAPTER 4.5 - Uniform Limited Partnership Act of 2008|ARTICLE 11 - Conversion and Merger|Section 15911.10.

15911.10.  Mergers of limited partnerships shall be governed by Sections 15911.11 to 15911.19, inclusive.(Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)