reglab/statecodes huggingface dataset:
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 4.5 - Uniform Limited Partnership Act of 2008 › ARTICLE 11.5 - Dissenting Limited Partners Rights › Section 15911.20.

15911.20. (a) For purposes of this article, “reorganization” refers to any of the following:
(1) A conversion pursuant to Article 11 (commencing with Section 15911.01).
(2) A merger pursuant to Article 11 (commencing with Section 15911.10).
(3) The acquisition by one limited partnership in exchange, in whole or in part, for its partnership interests (or the partnership interests or equity securities of a partnership or other business entity that is in control of the acquiring limited partnership) of partnership interests or equity securities of another limited partnership or other business entity if, immediately after the acquisition, the acquiring limited partnership has control of the other limited partnership or other business entity.
(4) The acquisition by one limited partnership in exchange in whole or in part for its partnership interests (or the partnership interests or equity securities of a partnership or other business entity which is in control of the acquiring limited partnership) or for its debts securities (or debt securities of a limited partnership or other business entity which is in control of the acquiring limited partnership) which are not adequately secured and which have a maturity date in excess of five years after the consummation of the acquisition, or both, of all or substantially all of the assets of another limited partnership or other business entity.
(b) For purposes of this article, “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a limited partnership or other business entity.
(Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 4.5 - Uniform Limited Partnership Act of 2008 › ARTICLE 11.5 - Dissenting Limited Partners Rights › Section 15911.21.

15911.21. (a) If the approval of outstanding limited partnership interests is required for a limited partnership to participate in a reorganization, pursuant to the limited partnership agreement of the partnership, or otherwise, then each limited partner of the limited partnership holding those interests may, by complying with this article, require the limited partnership to purchase for cash, at its fair market value, the interest owned by the limited partner in the limited partnership, if the interest is a dissenting interest as defined in subdivision (b). The fair market value shall be determined as of the day before the first announcement of the terms of the proposed reorganization, excluding any appreciation or depreciation in consequence of the proposed reorganization.
(b) As used in this article, “dissenting interest” means the interest of a limited partner that satisfies all of the following conditions:
(1) Either:
(A) Was not, immediately prior to the reorganization, either (i) listed on any national securities exchange certified by the Commissioner of Financial Protection and Innovation under subdivision (o) of Section 25100, or (ii) listed on the list of OTC margin stocks issued by the Board of Governors of the Federal Reserve System, provided that in either instance, the limited partnership whose outstanding interests are so listed provides, in its notice to limited partners requesting their approval of the proposed reorganization, a summary of the provisions of this section and Sections 15911.22, 15911.23, 15911.24, and 15911.25.
(B) If the interest is of a class of interests listed as described in clause (i) or (ii) of subparagraph (A), demands for payment are filed with respect to 5 percent or more of the outstanding interests of that class.
(2) Was outstanding on the date for the determination of limited partners entitled to vote on the reorganization.
(3) (A) Was not voted in favor of the reorganization, or (B) if the interest is described in clause (i) or (ii) of subparagraph (A) of paragraph (1), was voted against the reorganization; provided, however, that subparagraph (A) rather than subparagraph (B) of this paragraph applies in any event where the approval for the proposed reorganization is sought by written consent rather than at a meeting.
(4) The limited partner has demanded that it be purchased by the limited partnership at its fair market value in accordance with Section 15911.22.
(5) The limited partner has submitted it for endorsement, if applicable, in accordance with Section 15911.23.
(c) As used in this article, “dissenting limited partner” means the recordholder of a dissenting interest, and includes an assignee of record of such an interest.
(Amended by Stats. 2022, Ch. 452, Sec. 65. (SB 1498) Effective January 1, 2023.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 4.5 - Uniform Limited Partnership Act of 2008 › ARTICLE 11.5 - Dissenting Limited Partners Rights › Section 15911.22.

15911.22. (a) If limited partners have a right under Section 15911.21, subject to compliance with paragraphs (4) and (5) of subdivision (b) thereof, to require the limited partnership to purchase their limited partnership interests for cash, such limited partnership shall mail to each such limited partner a notice of the approval of the reorganization by the requisite vote or consent of the limited partners, within 10 days after the date of such approval, accompanied by a copy of this section and Sections 15911.21, 15911.23, 15911.24, and 15911.25, a statement of the price determined by the limited partnership to represent the fair market value of its outstanding interests, and a brief description of the procedure to be followed if the limited partner desires to exercise the limited partner’s rights under such sections. The statement of price constitutes an offer by the limited partnership to purchase at the price stated any dissenting interests as defined in subdivision (b) of Section 15911.21, unless they lose their status as dissenting interests under Section 15911.30.
(b) Any limited partner who has a right to require the limited partnership to purchase the limited partner’s interest for cash under Section 15911.21, subject to compliance with paragraphs (4) and (5) of subdivision (b) thereof, and who desires the limited partnership to purchase such interest, shall make written demand upon the limited partnership for the purchase of such interest and the payment to the limited partner in cash of its fair market value. The demand is not effective for any purpose unless it is received by the limited partnership or any transfer agent thereof (1) in the case of interests described in clause (i) or (ii) of subparagraph (A) of paragraph (1) of subdivision (b) of Section 15911.21, not later than the date of the limited partners’ meeting to vote upon the reorganization, or (2) in any other case, within 30 days after the date on which notice of the approval of the reorganization by the requisite vote or consent of the limited partners is mailed by the limited partnership to the limited partners.
(c) The demand shall state the number or amount of the limited partner’s interest in the limited partnership and shall contain a statement of what such limited partner claims to be the fair market value of that interest on the day before the announcement of the proposed reorganization. The statement of fair market value constitutes an offer by the limited partner to sell the interest at such price.
(Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 4.5 - Uniform Limited Partnership Act of 2008 › ARTICLE 11.5 - Dissenting Limited Partners Rights › Section 15911.23.

15911.23. Within 30 days after the date on which notice of the approval of the outstanding interests of the limited partnership is mailed to the limited partner pursuant to subdivision (a) of Section 15911.22, the limited partner shall submit to the limited partnership at its principal office or at the office of any transfer agent thereof, (a) if the interest is evidenced by a certificate, the limited partner’s certificate representing the interest which the limited partner demands that the limited partnership purchase, to be stamped or endorsed with a statement that the interest is a dissenting interest or to be exchanged for certificates of appropriate denominations so stamped or endorsed, or (b) if the interest is not evidenced by a certificate, written notice of the number or amount of interest which the limited partner demands that the limited partnership purchase. Upon subsequent transfers of the dissenting interest on the books of the limited partnership, the new certificates or other written statement issued therefor shall bear a like statement, together with the name of the original holder of the dissenting interest.
(Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 4.5 - Uniform Limited Partnership Act of 2008 › ARTICLE 11.5 - Dissenting Limited Partners Rights › Section 15911.24.

15911.24. (a) If the limited partnership and the dissenting limited partner agree that such limited partner’s interest is a dissenting interest and agree upon the price to be paid for the dissenting interest, the dissenting limited partner is entitled to the agreed price with interest thereon at the legal rate on judgments from the date of consummation of the reorganization. All agreements fixing the fair market value of any dissenting limited partner’s interest as between the limited partnership and such limited partner shall be in writing and filed in the records of the limited partnership.
(b) Subject to the provisions of Section 15911.27, payment of the fair market value for a dissenting interest shall be made within 30 days after the amount thereof has been agreed to or within 30 days after any statutory or contractual conditions to the reorganization are satisfied, whichever is later, and in the case of dissenting interests evidenced by certificates of interest, subject to surrender of such certificates of interest, unless provided otherwise by agreement.
(Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 4.5 - Uniform Limited Partnership Act of 2008 › ARTICLE 11.5 - Dissenting Limited Partners Rights › Section 15911.25.

15911.25. (a) If the limited partnership denies that a limited partnership interest is a dissenting interest, or the limited partnership and a dissenting limited partner fail to agree upon the fair market value of a dissenting interest, then such limited partner or any interested limited partnership, within six months after the date on which notice of the approval of the reorganization by the requisite vote or consent of the limited partners was mailed to the limited partner, but not thereafter, may file a complaint in the superior court of the proper county praying the court to determine whether the interest is a dissenting interest, or the fair market value of the dissenting interest, or both, or may intervene in any action pending on such a complaint.
(b) Two or more dissenting limited partners may join as plaintiffs or be joined as defendants in any such action and two or more such actions may be consolidated.
(c) On the trial of the action, the court shall determine the issues. If the status of the limited partnership interest as a dissenting interest is in issue, the court shall first determine that issue. If the fair market value of the dissenting interest is in issue, the court shall determine, or shall appoint one or more impartial appraisers to determine, the fair market value of the dissenting interest.
(Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 4.5 - Uniform Limited Partnership Act of 2008 › ARTICLE 11.5 - Dissenting Limited Partners Rights › Section 15911.26.

15911.26. (a) If the court appoints an appraiser or appraisers, they shall proceed forthwith to determine the fair market value per interest of the outstanding limited partnership interests of the limited partnership, by class if necessary. Within the time fixed by the court, the appraisers, or a majority of them, shall make and file a report in the office of the clerk of the court. Thereupon, on the motion of any party, the report shall be submitted to the court and considered on any additional evidence as the court considers relevant. If the court finds the report reasonable, the court may confirm it.
(b) If a majority of the appraisers appointed fails to make and file a report within 30 days from the date of their appointment, or within any further time as may be allowed by the court, or the report is not confirmed by the court, the court shall determine the fair market value per interest of the outstanding limited partnership interests of the limited partnership, by class if necessary.
(c) Subject to Section 15911.27, judgment shall be rendered against the limited partnership for payment of an amount equal to the fair market value, as determined by the court, of each dissenting interest which any dissenting limited partner who is a party, or has intervened, is entitled to require the limited partnership to purchase, with interest thereon at the legal rate on judgments from the date of consummation of the reorganization.
(d) Any judgment shall be payable forthwith, provided, however, that with respect to limited partnership interests evidenced by transferable certificates of interest, only upon the endorsement and delivery to the limited partnership of those certificates representing the interests described in the judgment. Any party may appeal from the judgment.
(e) The costs of the action, including reasonable compensation for the appraisers, to be fixed by the court, shall be assessed or apportioned as the court considers equitable, but, if the appraisal exceeds the price offered by the limited partnership, the limited partnership shall pay the costs (including, in the discretion of the court, if the value awarded by the court for the dissenting interest is more than 125 percent of the price offered by the limited partnership under subdivision (a) of Section 15911.22, attorney’s fees and fees of expert witnesses).
(Amended by Stats. 2007, Ch. 130, Sec. 46. Effective January 1, 2008.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 4.5 - Uniform Limited Partnership Act of 2008 › ARTICLE 11.5 - Dissenting Limited Partners Rights › Section 15911.27.

15911.27. To the extent that the payment to dissenting limited partners of the fair market value of their dissenting interests would require the dissenting limited partners to return such payment or a portion thereof by reason of Section 15905.09 or the Uniform Voidable Transactions Act (Chapter 1 (commencing with Section 3439) of Title 2 of Part 2 of Division 4 of the Civil Code), then that payment or portion thereof shall not be made and the dissenting limited partners shall become creditors of the limited partnership for the amount not paid, together with interest thereon at the legal rate on judgments until the date of payment, but subordinate to all other creditors in any proceeding relating to the winding up and dissolution of the limited partnership, such debt to be payable when permissible.
(Amended by Stats. 2015, Ch. 44, Sec. 22. (SB 161) Effective January 1, 2016.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 4.5 - Uniform Limited Partnership Act of 2008 › ARTICLE 11.5 - Dissenting Limited Partners Rights › Section 15911.28.

15911.28. Any cash distributions made by a limited partnership to a dissenting limited partner after the date of consummation of the reorganization, but prior to any payment by the limited partnership for such dissenting limited partner’s interest, shall be credited against the total amount to be paid by the limited partnership for such dissenting interest.
(Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 4.5 - Uniform Limited Partnership Act of 2008 › ARTICLE 11.5 - Dissenting Limited Partners Rights › Section 15911.29.

15911.29. Except as expressly limited by this article, dissenting limited partners shall continue to have all the rights and privileges incident to their interests immediately prior to the reorganization, including limited liability, until payment by the limited partnership for their dissenting interests. A dissenting limited partner may not withdraw a demand for payment unless the limited partnership consents thereto.
(Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 4.5 - Uniform Limited Partnership Act of 2008 › ARTICLE 11.5 - Dissenting Limited Partners Rights › Section 15911.30.

15911.30. A dissenting interest loses its status as a dissenting interest and the holder thereof ceases to be a dissenting limited partner and ceases to be entitled to require the limited partnership to purchase the interest upon the happening of any of the following:
(a) The limited partnership abandons the reorganization. Upon abandonment of the reorganization, the limited partnership shall pay, on demand, to any dissenting limited partner who has initiated proceeding in good faith under this article, all reasonable expenses incurred in such proceedings and reasonable attorneys’ fees.
(b) The interest is transferred prior to its submission for endorsement in accordance with Section 15911.23.
(c) The dissenting limited partner and the limited partnership do not agree upon the status of the interest as a dissenting interest or upon the purchase price of the dissenting interest, and neither files a complaint nor intervenes in a pending action, as provided in Section 15911.25, within six months after the date upon which notice of the approval of the reorganization by the requisite vote or consent of limited partners was mailed to the limited partner.
(d) The dissenting limited partner, with the consent of the limited partnership, withdraws such limited partner’s demand for purchase of the dissenting interest.
(Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 4.5 - Uniform Limited Partnership Act of 2008 › ARTICLE 11.5 - Dissenting Limited Partners Rights › Section 15911.31.

15911.31. If litigation is instituted to test the sufficient or regularity of the vote or consent of the limited partners in authorizing a reorganization, any proceedings under Sections 15911.25 and 15911.26 shall be suspended until final determination of that litigation.
(Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 4.5 - Uniform Limited Partnership Act of 2008 › ARTICLE 11.5 - Dissenting Limited Partners Rights › Section 15911.32.

15911.32. (a) This article applies to the following:
(1) A domestic limited partnership formed on or after January 1, 1991.
(2) A foreign limited partnership if (A) the foreign limited partnership was formed on or after January 1, 1991, or filed an application to qualify to do business on or after January 1, 1991, and (B) limited partners holding more than 50 percent of the voting power held by all limited partners of the foreign limited partnership reside in this state.
(3) A limited partnership if the partnership agreement so provides or if all general partners and a majority in interest of the limited partners determine that this article shall apply.
(b) This article does not apply to limited partnership interests governed by limited partnership agreements whose terms and provisions specifically set forth the amount to be paid in respect of such interests in the event of a reorganization of the limited partnership, or to limited partnerships with 35 or fewer limited partners, unless the partnership agreement provides that this article shall apply or unless all general partners and a majority in interest of the limited partners agree that this article shall apply.
(Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 4.5 - Uniform Limited Partnership Act of 2008 › ARTICLE 11.5 - Dissenting Limited Partners Rights › Section 15911.33.

15911.33. (a) No limited partner of a limited partnership who has a right under this article to demand payment of cash for the interest owned by such limited partner in a limited partnership shall have any right at law or in equity to attack the validity of the reorganization, or to have the reorganization set aside or rescinded, except in an action to test whether the vote or consent of limited partners required to authorize or approve the reorganization has been obtained in accordance with the procedures established therefor by the partnership agreement of the limited partnership.
(b) If one of the parties to a reorganization is directly or indirectly controlled by, or under common control with, another party to the reorganization, subdivision (a) shall not apply to any limited partner of such controlled party who has not demanded payment of cash for such limited partner’s interest pursuant to this article; but if such limited partner institutes any action to attack the validity of the reorganization or to have the reorganization set aside or rescinded, the limited partner shall not thereafter have any right to demand payment of cash for such limited partner’s interest pursuant to this article.
(c) If one of the parties to a reorganization is directly or indirectly controlled by, or under common control with, another party to the reorganization, then, in any action to attack the validity of the reorganization or to have the reorganization set aside or rescinded, (1) a party to a reorganization which controls another party to a reorganization shall have the burden of proving that the transaction is just and reasonable as to the limited partners of the controlled party, and (2) a person who controls two or more parties to a reorganization shall have the burden of proving that the transaction is just and reasonable as to the limited partners of any party so controlled.
(d) Subdivisions (b) and (c) shall not apply if a majority in interest of the limited partners other than limited partners who are directly or indirectly controlled by, or under common control with, another party to the reorganization approve or consent to the reorganization.
(e) This section shall not prevent a partner of a limited partnership that is a party to a reorganization from bringing an action against a general partner of the limited partnership, the limited partnership, or any person controlling a general partner at law or in equity as to any matters (including, without limitation, an action for breach of fiduciary obligation or fraud) other than to attack the validity of the reorganization or to have the reorganization set aside or rescinded.
(Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 4.5 - Uniform Limited Partnership Act of 2008 › ARTICLE 12 - Miscellaneous Provisions › Section 15912.01.

15912.01. In applying and construing this chapter, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it.
(Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 4.5 - Uniform Limited Partnership Act of 2008 › ARTICLE 12 - Miscellaneous Provisions › Section 15912.02.

15912.02. If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter which can be given effect without the invalid provision or application, and to this end, the provisions of this chapter are severable.
(Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 4.5 - Uniform Limited Partnership Act of 2008 › ARTICLE 12 - Miscellaneous Provisions › Section 15912.03.

15912.03. This chapter modifies, limits, or supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Section 7001 et seq., but this chapter does not modify, limit, or supersede Section 101(c) of that act or authorize electronic delivery of any of the notices described in Section 103(b) of that act.
(Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 4.5 - Uniform Limited Partnership Act of 2008 › ARTICLE 12 - Miscellaneous Provisions › Section 15912.04.

15912.04. This chapter shall become operative on January 1, 2008.
(Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Note: This section prescribes a delayed operative date for Chapter 5.5 (later renumbered as Chapter 4.5), comprising Sections 15900 to 15912.07.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 4.5 - Uniform Limited Partnership Act of 2008 › ARTICLE 12 - Miscellaneous Provisions › Section 15912.06.

15912.06. (a) Before January 1, 2010, this chapter governs only:
(1) a limited partnership formed on or after January 1, 2008; and
(2) except as otherwise provided in subdivisions (c) and (d), a limited partnership formed before January 1, 2008, which elects, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be subject to this chapter.
(b) Except as otherwise provided in subdivision (c), on and after January 1, 2010, this chapter governs all limited partnerships.
(c) With respect to a limited partnership formed before January 1, 2008, the following rules apply except as the partners otherwise elect in the manner provided in the partnership agreement or by law for amending the partnership agreement:
(1) Section 15901.04(c) does not apply and the limited partnership has whatever duration it had under the law applicable immediately before January 1, 2008.
(2) Sections 15906.01 and 15906.02 do not apply and a limited partner has the same right and power to dissociate from the limited partnership, with the same consequences, as existed immediately before January 1, 2008.
(3) Subdivision (d) of Section 15906.03 does not apply.
(4) Subdivision (e) of Section 15906.03 does not apply and a court has the same power to expel a general partner as the court had immediately before January 1, 2008.
(5) Subdivision (c) of Section 15908.01 does not apply and the connection between a person’s dissociation as a general partner and the dissolution of the limited partnership is the same as existed immediately before January 1, 2008.
(d) With respect to a limited partnership that elects pursuant to paragraph (2) of subdivision (a) to be subject to this chapter, after the election takes effect, the provisions of this chapter relating to the liability of the limited partnership’s general partners to third parties apply:
(1) before January 1, 2010, to:
(A) a third party that had not done business with the limited partnership in the year before the election took effect; and
(B) a third party that had done business with the limited partnership in the year before the election took effect only if the third party knows or has received a notification of the election; and
(2) on and after January 1, 2010, to all third parties, but those provisions remain inapplicable to any obligation incurred while those provisions were inapplicable under subparagraph (B) of paragraph (1).
(Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 4.5 - Uniform Limited Partnership Act of 2008 › ARTICLE 12 - Miscellaneous Provisions › Section 15912.07.

15912.07. This chapter does not affect an action commenced, proceeding brought, or right accrued before this chapter becomes operative.
(Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 5 - Uniform Partnership Act of 1994 › ARTICLE 1 - General Provisions › Section 16100.

16100. This chapter may be cited as the Uniform Partnership Act of 1994.
(Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 5 - Uniform Partnership Act of 1994 › ARTICLE 1 - General Provisions › Section 16102.

16102. (a) A person knows a fact if the person has actual knowledge of it.
(b) A person has notice of a fact if any of the following apply:
(1) The person knows of it.
(2) The person has received a notification of it.
(3) The person has reason to know it exists from all of the facts known to the person at the time in question.
(4) Subdivision (f) of Section 16953 or subdivision (f) of Section 16959 as applicable.
(c) A person notifies or gives a notification to another by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person knows of it.
(d) A person receives a notification when either of the following apply:
(1) The person knows of the notification.
(2) The notification is duly delivered at the person’s place of business or at any other place held out by the person as a place for receiving communications.
(e) Except as otherwise provided in subdivision (f), a person other than an individual knows, has notice, or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction knows, has notice, or receives a notification of the fact, or in any event when the fact would have been brought to the individual’s attention if the person had exercised reasonable diligence. The person exercises reasonable diligence if it maintains reasonable routines for communicating significant information to the individual conducting the transaction and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual’s regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.
(f) A partner’s knowledge, notice, or receipt of a notification of a fact relating to the partnership is effective immediately as knowledge by, notice to, or receipt of a notification by the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner.
(Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 5 - Uniform Partnership Act of 1994 › ARTICLE 1 - General Provisions › Section 16103.

16103. (a) Except as otherwise provided in subdivision (b), relations among the partners and between the partners and the partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership.
(b) The partnership agreement may not do any of the following:
(1) Vary the rights and duties under Section 16105 except to eliminate the duty to provide copies of statements to all of the partners.
(2) Unreasonably restrict the right of access to books and records under subdivision (b) of Section 16403, or the right to be furnished with information under subdivision (c) of Section 16403.
(3) Eliminate the duty of loyalty under subdivision (b) of Section 16404 or paragraph (3) of subdivision (b) of Section 16603, but, if not manifestly unreasonable, may do either of the following:
(A) The partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty.
(B) All of the partners or a number or percentage specified in the partnership agreement may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty.
(4) Unreasonably reduce the duty of care under subdivision (c) of Section 16404 or paragraph (3) of subdivision (b) of Section 16603.
(5) Eliminate the obligation of good faith and fair dealing under subdivision (d) of Section 16404, but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable.
(6) Vary the power to dissociate as a partner under subdivision (a) Section 16602, except to require the notice under paragraph (1) of Section 16601 to be in writing.
(7) Vary the right of a court to expel a partner in the events specified in paragraph (5) of Section 16601.
(8) Vary the requirement to wind up the partnership business in cases specified in paragraph (4), (5), or (6) of Section 16801.
(9) Restrict rights of third parties under this chapter.
(10) Vary the law applicable to a registered limited liability partnership under subdivision (b) of Section 16106.
(Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 5 - Uniform Partnership Act of 1994 › ARTICLE 1 - General Provisions › Section 16104.

16104. (a) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.
(b) If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is that specified in Section 3289 of the Civil Code.
(Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 5 - Uniform Partnership Act of 1994 › ARTICLE 1 - General Provisions › Section 16105.

16105. (a) A statement may be filed in the office of the Secretary of State. A certified copy of a statement that is filed in an office in another state may be filed in the office of the Secretary of State. Either filing has the effect provided in this chapter with respect to partnership property located in or transactions that occur in this state.
(b) A certified copy of a statement that has been filed in the office of the Secretary of State and recorded in the office for recording transfers of real property has the effect provided for recorded statements in this chapter. A recorded statement that is not a certified copy of a statement filed in the office of the Secretary of State does not have the effect provided for recorded statements in this chapter.
(c) A statement filed by a partnership shall be executed by at least two partners. Other statements shall be executed by a partner or other person authorized by this chapter. An individual who executes a statement as, or on behalf of, a partner or other person named as a partner in a statement shall personally declare under penalty of perjury that the contents of the statement are accurate.
(d) A person authorized by this chapter to file a statement may amend or cancel the statement by filing an amendment or cancellation that names the partnership, identifies the statement, and states the substance of the amendment or cancellation.
(e) A person who files a statement pursuant to this section shall promptly send a copy of the statement to every nonfiling partner and to any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or other person does not limit the effectiveness of the statement as to a person not a partner.
(f) The Secretary of State may collect a fee for filing or providing a certified copy of a statement. The officer responsible for recording transfers of real property may collect a fee for recording a statement.
(g) The Secretary of State may cancel a statement, including a statement effecting a conversion, if a check or other remittance accepted in payment of the filing fee is not paid upon presentation. Within 90 days of receiving written notification that the item presented for payment has not been honored for payment, the Secretary of State shall give a first written notice of the applicability of the section to the partners, or the appointed agent, or to the person submitting the instrument. Thereafter, if the amount has not been paid by cashier’s check or equivalent, the Secretary of State shall give a second written notice of cancellation and the cancellation shall thereupon be effective. The second notice shall be given 20 days or more after the first notice.
(Amended by Stats. 2022, Ch. 617, Sec. 100. (SB 1202) Effective January 1, 2023.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 5 - Uniform Partnership Act of 1994 › ARTICLE 1 - General Provisions › Section 16106.

16106. (a) Except as otherwise provided in subdivision (b) of this section, or Section 16958, the law of the jurisdiction in which a partnership has its principal office governs relations among the partners and between the partners and the partnership.
(b) With respect to a registered limited liability partnership, the law of this state shall govern relations among the partners and between the partners and the partnership, and the liability of partners for obligations of the partnership.
(Amended by Stats. 2022, Ch. 617, Sec. 101. (SB 1202) Effective January 1, 2023.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 5 - Uniform Partnership Act of 1994 › ARTICLE 1 - General Provisions › Section 16107.

16107. A partnership governed by this chapter is subject to any amendment to or repeal of this chapter.
(Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 5 - Uniform Partnership Act of 1994 › ARTICLE 1 - General Provisions › Section 16108.

16108. Except with respect to the provisions of this chapter specifically relating to registered limited liability partnerships and foreign limited liability partnerships, this chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it.
(Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 5 - Uniform Partnership Act of 1994 › ARTICLE 1 - General Provisions › Section 16109.

16109. The rights and duties of surviving partners, the legal representatives of deceased partners, the creditors of such partners, and the creditors of the partnership created by or defined in this chapter shall be given full force and effect notwithstanding any inconsistent provisions of the Probate Code, but nothing in this chapter shall otherwise affect any provision of the Probate Code.
(Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 5 - Uniform Partnership Act of 1994 › ARTICLE 1 - General Provisions › Section 16110.

16110. If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter that can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable.
(Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 5 - Uniform Partnership Act of 1994 › ARTICLE 1 - General Provisions › Section 16111.

16111. (a) Except as provided in Section 16955.5, before January 1, 1999, this chapter governs only a partnership formed (1) on or after the effective date of this chapter, unless that partnership is continuing the business of a dissolved partnership under Section 15041, or (2) before the effective date of this chapter if that partnership elects, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be governed by this chapter.
(b) On and after January 1, 1999, this chapter governs all partnerships.
(c) Except with respect to the provisions of this chapter specifically relating to registered limited liability partnerships and foreign limited liability partnerships, the provisions of this chapter relating to the liability of the partnership’s partners to third parties apply to limit those partners’ liability to a third party who had done business with the partnership within one year preceding the partnership’s election to be governed by this chapter, only if the third party knows or has received a notification of the partnership’s election to be governed by this chapter.
(Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 5 - Uniform Partnership Act of 1994 › ARTICLE 1 - General Provisions › Section 16112.

16112. This chapter does not affect an action or proceeding commenced or right accrued before this chapter takes effect.
(Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 5 - Uniform Partnership Act of 1994 › ARTICLE 1 - General Provisions › Section 16113.

16113. (a) The fee for filing a statement of partnership is seventy dollars ($70).
(b) Unless another fee is specified by law or the law specifies that no fee is to be charged, the fee for filing any partnership statement pursuant to this chapter is thirty dollars ($30).
(c) There is no fee for filing a statement of dissolution for the purposes of canceling a statement of partnership.
(Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 5 - Uniform Partnership Act of 1994 › ARTICLE 1 - General Provisions › Section 16114.

16114. Unless another fee is specified by law or the law specifies that no fee is to be charged, the fee for acceptance of copies of process against a surviving foreign partnership or limited partnership pursuant to subdivision (b) of Section 16906 is fifty dollars ($50) for each surviving foreign partnership or limited partnership general partnership upon whom service is sought.
(Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 5 - Uniform Partnership Act of 1994 › ARTICLE 2 - Nature of Partnership › Section 16202.

16202. (a) Except as otherwise provided in subdivision (b), the association of two or more persons to carry on as coowners a business for profit forms a partnership, whether or not the persons intend to form a partnership.
(b) An association formed under a statute other than this chapter, a predecessor statute, or a comparable statute of another jurisdiction is not a partnership under this chapter.
(c) In determining whether a partnership is formed, the following rules apply:
(1) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not by itself establish a partnership, even if the coowners share profits made by the use of the property.
(2) The sharing of gross returns does not by itself establish a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived.
(3) A person who receives a share of the profits of a business is presumed to be a partner in the business, unless the profits were received for any of the following reasons:
(A) In payment of a debt by installments or otherwise.
(B) In payment for services as an independent contractor or of wages or other compensation to an employee.
(C) In payment of rent.
(D) In payment of an annuity or other retirement benefit to a beneficiary, representative, or designee of a deceased or retired partner.
(E) In payment of interest or other charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral, or rights to income, proceeds, or increase in value derived from the collateral.
(F) In payment for the sale of the goodwill of a business or other property by installments or otherwise.
(Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 5 - Uniform Partnership Act of 1994 › ARTICLE 2 - Nature of Partnership › Section 16203.

16203. Property acquired by a partnership is property of the partnership and not of the partners individually.
(Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 5 - Uniform Partnership Act of 1994 › ARTICLE 2 - Nature of Partnership › Section 16204.

16204. (a) Property is partnership property if acquired in the name of either of the following:
(1) The partnership.
(2) One or more partners with an indication in the instrument transferring title to the property of the person’s capacity as a partner or of the existence of a partnership but without an indication of the name of the partnership.
(b) Property is acquired in the name of the partnership by a transfer to either of the following:
(1) The partnership in its name.
(2) One or more partners in their capacity as partners in the partnership, if the name of the partnership is indicated in the instrument transferring title to the property.
(c) Property is presumed to be partnership property if purchased with partnership assets, even if not acquired in the name of the partnership or of one or more partners with an indication in the instrument transferring title to the property of the person’s capacity as a partner or of the existence of a partnership.
(d) Property acquired in the name of one or more of the partners, without an indication in the instrument transferring title to the property of the person’s capacity as a partner or of the existence of a partnership and without use of partnership assets, is presumed to be separate property, even if used for partnership purposes.
(Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)