reglab/statecodes huggingface dataset:
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES › PART 13 - BENEFIT CORPORATIONS › CHAPTER 3 - Accountability › Section 14623.

14623. (a) No person may bring an action or assert a claim against a benefit corporation or its directors or officers under this chapter except in a benefit enforcement proceeding.
(b) A benefit enforcement proceeding may be commenced or maintained only as follows:
(1) Directly by the benefit corporation.
(2) Derivatively by any of the following:
(A) A shareholder.
(B) A director.
(C) A person or group of persons that owns beneficially or of record 5 percent or more of the equity interests in an entity of which the benefit corporation is a subsidiary.
(D) Other persons as have been specified in the articles or bylaws of the benefit corporation.
(c) A benefit corporation shall not be liable for monetary damages under this part for any failure of the benefit corporation to create a general or specific public benefit.
(d) If the court in a benefit enforcement proceeding finds that a failure to comply with this part was without justification, the court may award an amount sufficient to reimburse the plaintiff for the reasonable expenses incurred by the plaintiff, including attorney’s fees and expenses, in connection with the benefit enforcement proceeding.
(Added by Stats. 2011, Ch. 728, Sec. 1. (AB 361) Effective January 1, 2012.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES › PART 13 - BENEFIT CORPORATIONS › CHAPTER 4 - Transparency › Section 14630.

14630. (a) A benefit corporation shall deliver to each shareholder an annual benefit report including all of the following:
(1) A narrative description of all of the following:
(A) The process and rationale for selecting the third-party standard used to prepare the benefit report.
(B) The ways in which the benefit corporation pursued a general public benefit during the applicable year and the extent to which that general public benefit was created.
(C) The ways in which the benefit corporation pursued any specific public benefit that the articles state it is the purpose of the benefit corporation to create and the extent to which that specific public benefit was created.
(D) Any circumstances that have hindered the creation by the benefit corporation of a general or specific public benefit.
(2) An assessment of the overall social and environmental performance of the benefit corporation, prepared in accordance with a third-party standard applied consistently with any application of that standard in prior benefit reports or accompanied by an explanation of the reasons for any inconsistent application. The assessment does not need to be audited or certified by a third party.
(3) The name of each person that owns 5 percent or more of the outstanding shares of the benefit corporation, either beneficially, to the extent known to the benefit corporation without independent investigation, or of record.
(4) The statement required by Section 14621.
(5) A statement of any connection between the entity that established the third-party standard, or its directors, officers, or material owners, and the benefit corporation, or its directors, officers, and material owners, including any financial or governance relationship that might materially affect the credibility of the objective assessment of the third-party standard.
(b) The benefit report shall be sent annually to each shareholder within 120 days following the end of the fiscal year of the benefit corporation or at the same time that the benefit corporation delivers any other annual report to its shareholders.
(c) A benefit corporation shall post all of its benefit reports on the public portion of its Internet Web site, if any, except that the compensation paid to directors and any financial or proprietary information included in the benefit report may be omitted from the benefit report as posted on the Internet Web site.
(d) (1) If a benefit corporation does not have an Internet Web site, the benefit corporation shall provide a copy of its most recent benefit report, without charge, to any person that requests a copy.
(2) The benefit corporation may omit any proprietary or financial information, including, but not limited to, compensation paid to directors, from the copy of a benefit report that the benefit corporation provides pursuant to paragraph (1).
(Added by Stats. 2011, Ch. 728, Sec. 1. (AB 361) Effective January 1, 2012.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES › PART 13 - BENEFIT CORPORATIONS › CHAPTER 4 - Transparency › Section 14631.

14631. All certificates representing shares of a benefit corporation shall contain, in addition to any other statements required by the General Corporation Law (Division 1 (commencing with Section 100)), the following conspicuous language on the face of the certificate:
“This entity is a benefit corporation organized under Part 13 (commencing with Section 14600) of Division 3 of Title 1 of the California Corporations Code.”
(Added by Stats. 2011, Ch. 728, Sec. 1. (AB 361) Effective January 1, 2012.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES › PART 14 - Retail Grocery Firms and Retail Drug Firms › Section 14700.

14700. (a) No person shall acquire, directly or indirectly, any voting securities or assets of a retail grocery firm or retail drug firm unless both parties give, or in the case of a tender offer, the acquiring party gives, written notice to the Attorney General in accordance with this part.
(b) For purposes of this part, the following definitions apply:
(1) “Acquiring party” means a person by whom or on whose behalf the merger or other acquisition of control is to be effected and is either of the following:
(A) Is required to provide notice of the merger or acquisition to the Federal Trade Commission or the United States Department of Justice pursuant to the federal Hart-Scott-Rodino Antitrust Improvements Act of 1976 (15 U.S.C. Sec. 18a).
(B) Is acquiring more than a total of 20 retail drug firms or retail grocery firms.
(2) “Retail drug firm” means a person, as defined in Section 18 of the Labor Code, including a proprietorship, joint venture, corporate officer or executive, that has one or more businesses or establishments located within the state and is identified as a retail business or establishment in the North American Industry Classification System within the retail trade category 45611.
(3) “Retail grocery firm” means a person, as defined in Section 18 of the Labor Code, including a proprietorship, joint venture, corporate officer or executive, that has one or more businesses or establishments located within the state and is identified as a retail business or establishment in the North American Industry Classification System within the retail trade category 44511 and 455211.
(Added by Stats. 2023, Ch. 457, Sec. 2. (AB 853) Effective January 1, 2024.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES › PART 14 - Retail Grocery Firms and Retail Drug Firms › Section 14702.

14702. (a) The Attorney General may adopt regulations to effectuate this part that are necessary or appropriate for the protection of workers, consumers, and the public interest.
(b) The regulations may specify exemptions from the notice requirement for acquisitions that, by virtue of the size, business volume, or number of employees are unlikely to materially affect competitive markets in California.
(c) The regulations may authorize the Attorney General to request additional materials.
(d) The regulations may authorize adjustments in the filing fee, based on the size of the transaction, subject to the maximum amount set forth in subdivision (d) of Section 14701.
(Added by Stats. 2023, Ch. 457, Sec. 2. (AB 853) Effective January 1, 2024.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES › PART 14 - Retail Grocery Firms and Retail Drug Firms › Section 14703.

14703. If the Attorney General determines that they cannot complete an evaluation of the competitive effects of the acquisition before the parties intend to consummate the acquisition, the Attorney General may seek an order from the Superior Court of the County of Sacramento temporarily staying or preliminarily enjoining the acquisition for such time as is reasonably necessary for the Attorney General to complete the analysis.
(Added by Stats. 2023, Ch. 457, Sec. 2. (AB 853) Effective January 1, 2024.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES › PART 14 - Retail Grocery Firms and Retail Drug Firms › Section 14704.

14704. (a) For acquisitions to which Section 18a of Title 15 of the United States Code applies, the Attorney General shall consider the extent to which information required to be submitted to the United States Department of Justice and the Federal Trade Commission may satisfy some or all of the need to carry out the applicable state laws. Any information that has been submitted to the Attorney General under provisions of federal law rendering them confidential shall be deemed to be confidential under California law.
(b) The submitting party may designate information submitted pursuant to this part as privileged or confidential. If the Attorney General disputes any claim of privilege or confidentiality, the Attorney General may give notice to the submitting party of that fact and give the submitting party, or other person interested in the claim of privilege or confidentiality, an opportunity to seek an order from the Superior Court of the County of Sacramento requiring the Attorney General not to make the designated information public. Except for information that the Attorney General agrees is privileged or confidential, or the court so determines, the information shall be available to the public under the California Public Records Act (Division 10 (commencing with Section 7920.000) of Title 1 of the Government Code).
(c) The Attorney General may disclose any notice and information filed under this part to the attorney general of any other state, the Federal Trade Commission, the United States Department of Justice, or to another state agency, as long as that other state attorney general, state agency, or federal agency operates under a law substantially similar to this statute to guarantee the privileged or confidential nature of the notice and information disclosed.
(Added by Stats. 2023, Ch. 457, Sec. 2. (AB 853) Effective January 1, 2024.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES › PART 14 - Retail Grocery Firms and Retail Drug Firms › Section 14706.

14706. Nothing in this section or any other law shall preclude the Attorney General or any person from bringing an action pursuant to this article or any other law to enjoin or seek divestiture of assets or ownership interests obtained in a completed acquisition or otherwise to restore competition.
(Added by Stats. 2023, Ch. 457, Sec. 2. (AB 853) Effective January 1, 2024.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES › PART 14 - Retail Grocery Firms and Retail Drug Firms › Section 14707.

14707. (a) The failure to provide written notice, amendment to written notice, or other material required to be provided pursuant to this part shall be a violation of this part.
(b) In addition to any legal remedies the Attorney General may have, the Attorney General shall be entitled to injunctive relief and other equitable remedies a court deems appropriate for a violation of this part, shall be entitled to recover its attorney’s fees and costs incurred in remedying each violation, and shall be entitled to civil penalties of up to twenty thousand dollars ($20,000) for each day of noncompliance with the requirements of Section 14700.
(Added by Stats. 2023, Ch. 457, Sec. 2. (AB 853) Effective January 1, 2024.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 4 - Process Agents for Certain Foreign Corporations › Section 15800.

15800. (a) Every partnership, other than a foreign limited partnership, subject to Chapter 3 (commencing with Section 15611) or Chapter 5.5 (commencing with Section 15900), or a commercial or banking partnership established and transacting business in a place outside the United States, that is domiciled without this state and has no regular place of business within this state, shall, within 40 days from the time it commences to do business in this state, file a statement in the office of the Secretary of State in accordance with Section 16309 designating some natural person or corporation as the agent of the partnership upon whom process issued by authority of or under any law of this state directed against the partnership may be served. A copy of the designation, duly certified by the Secretary of State, is sufficient evidence of the appointment.
(b) The process may be served in the manner provided in subdivision (b) of Section 16310 on the person so designated, or, in the event that no person has been designated, or if the agent designated for the service of process is a natural person and cannot be found with due diligence at the address stated in the designation, or if the agent is a corporation and no person can be found with due diligence to whom the delivery authorized by subdivision (b) of Section 16310 may be made for the purpose of delivery to the corporate agent, or if the agent designated is no longer authorized to act, then service may be made by personal delivery to the Secretary of State, Assistant Secretary of State, or a Deputy Secretary of State of the process, together with a written statement signed by the party to the action seeking the service, or by the party’s attorney, setting forth the last known address of the partnership and a service fee as set forth in Section 12197 of the Government Code. The Secretary of State shall immediately give notice of the service to the partnership by forwarding the process to it by registered mail, return receipt requested, at the address given in the written statement.
(c) Service on the person designated, or personal delivery of the process and statement of address together with a service fee as set forth in Section 12197 of the Government Code to the Secretary of State, Assistant Secretary of State, or a Deputy Secretary of State, pursuant to this section is a valid service on the partnership. The partnership so served shall appear within 30 days after service on the person designated or within 30 days after delivery of the process to the Secretary of State, Assistant Secretary of State, or a Deputy Secretary of State.
(Amended by Stats. 2006, Ch. 495, Sec. 19. Effective January 1, 2007.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 4.5 - Uniform Limited Partnership Act of 2008 › ARTICLE 1 - General Provisions › Section 15900.

15900. This chapter may be cited as the Uniform Limited Partnership Act of 2008.
(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 1 - General Provisions › Section 15901.04.

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.
(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 1 - General Provisions › Section 15901.05.

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.
(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 1 - General Provisions › Section 15901.06.

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.
(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 1 - General Provisions › Section 15901.07.

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.
(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 1 - General Provisions › Section 15901.08.

15901.08. (a) The name of a limited partnership may contain the name of any partner.
(b) The name of a limited partnership shall 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 shall contain the phrase “limited liability limited partnership” or the abbreviation “LLLP” or “L.L.L.P.” and shall not contain the abbreviation “L.P.” or “LP.”
(d) The name of a limited partnership shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following:
(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.
(2) Each name reserved under Section 15901.09.
(e) The use by a limited partnership of a name in violation of this section may be enjoined notwithstanding the filing of its certificate of limited partnership by the Secretary of State.
(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 shall not include the words “bank,” “trust,” “trustee,” “incorporated,” “inc.,” “corporation,” or “corp.” and shall not include the words “insurer” or “insurance company” or any other words suggesting that it is in the business of issuing policies of insurance and assuming insurance risks.
(Amended by Stats. 2022, Ch. 617, Sec. 87. (SB 1202) Effective January 1, 2023.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 4.5 - Uniform Limited Partnership Act of 2008 › ARTICLE 1 - General Provisions › Section 15901.09.

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) Upon payment of the fee prescribed by Section 12188 of the Government Code, any person may apply to reserve a name under subdivision (a), and obtain from the Secretary of State a certificate of reservation of any name not prohibited by Section 15901.08. 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 signed notice of transfer that states the reserved name and the name and address of the person to which the reservation is to be transferred.
(Amended by Stats. 2014, Ch. 834, Sec. 21. (SB 1041) Effective January 1, 2015.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 4.5 - Uniform Limited Partnership Act of 2008 › ARTICLE 1 - General Provisions › Section 15901.10.

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.
(Amended by Stats. 2007, Ch. 130, Sec. 41. Effective January 1, 2008.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 4.5 - Uniform Limited Partnership Act of 2008 › ARTICLE 1 - General Provisions › Section 15901.11.

15901.11. A limited partnership shall maintain at its principal office the following information:
(a) 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;
(b) 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;
(c) A copy of any filed certificate of conversion or merger;
(d) A copy of the limited partnership’s federal, state, and local income tax returns and reports, if any, for the six most recent years;
(e) A copy of any partnership agreement made in a record and any amendment made in a record to any partnership agreement;
(f) A copy of any financial statement of the limited partnership for the six most recent years;
(g) 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
(h) Unless contained in a partnership agreement made in a record, a record stating:
(1) 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;
(2) 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;
(3) 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
(4) Any events upon the happening of which the limited partnership is to be dissolved and its activities wound up.
(Amended by Stats. 2022, Ch. 617, Sec. 88. (SB 1202) Effective January 1, 2023.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 4.5 - Uniform Limited Partnership Act of 2008 › ARTICLE 1 - General Provisions › Section 15901.12.

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.
(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 1 - General Provisions › Section 15901.13.

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.
(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 1 - General Provisions › Section 15901.14.

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.
(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 1 - General Provisions › Section 15901.15.

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.
(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 1 - General Provisions › Section 15901.17.

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.
(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 2 - Formation; Certificate of Limited Partnership and Other Filings › Section 15902.02.

15902.02. (a) In order to amend its certificate of limited partnership, a limited partnership must deliver to and on a form prescribed by the Secretary of State for filing an amendment stating:
(1) the name and the Secretary of State’s file number of the limited partnership; and
(2) the changes the amendment makes to the certificate as most recently amended or restated.
(b) A limited partnership shall promptly deliver to the Secretary of State for filing an amendment to a certificate of limited partnership to reflect:
(1) the admission of a new general partner;
(2) the dissociation of a person as a general partner; or
(3) the appointment of a person to wind up the limited partnership’s activities under subdivisions (c) or (d) of Section 15908.03.
(c) A general partner that knows that any information in a filed certificate of limited partnership was false when the certificate was filed or has become false due to changed circumstances shall promptly:
(1) cause the certificate to be amended; or
(2) if appropriate, deliver to the Secretary of State for filing an amendment or a certificate of correction pursuant to Section 15902.07.
(d) A certificate of limited partnership may be amended at any time for any other proper purpose as determined by the limited partnership.
(e) A restated certificate of limited partnership may be delivered to and on a form prescribed by the Secretary of State for filing in the same manner as an amendment.
(1)  A restated certificate of limited partnership may be filed that embodies all of the provisions that are in effect contained in the different certificates that have been filed with the Secretary of State.
(2)  A restated certificate of limited partnership may include an amendment of the certificate of limited partnership not previously filed with the Secretary of State.
(3)  The restated certificate of limited partnership shall supersede the initial certificate of limited partnership and all amendments thereto previously filed with the Secretary of State.
(4)  Any amendment effected in connection with the restatement of the certificate of limited partnership shall be subject to any other provision of this chapter not inconsistent with this section that would apply if a separate certificate of amendment were filed to effect that amendment.
(f) Subject to subdivision (c) of Section 15902.06, an amendment or restated certificate is effective when filed by the Secretary of State.
(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 2 - Formation; Certificate of Limited Partnership and Other Filings › Section 15902.03.

15902.03. A dissolved limited partnership that has completed winding up shall deliver to and on a form prescribed by the Secretary of State for filing a certificate of cancellation that states:
(1) the name of the limited partnership and the Secretary of State’s file number;
(2) the date of filing of its initial certificate of limited partnership; and
(3) any other information as determined by the general partners filing the certificate or by a person appointed pursuant to subdivisions (c) or (d) of Section 15908.03.
(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 2 - Formation; Certificate of Limited Partnership and Other Filings › Section 15902.05.

15902.05. (a) If a person required by this chapter to sign a record or deliver a record to the Secretary of State for filing does not do so, any other person that is aggrieved may petition the superior court to order:
(1) the person to sign the record;
(2) deliver the record to the Secretary of State for filing; or
(3) the Secretary of State to file the record unsigned.
(b) If the person aggrieved under subdivision (a) is not the limited partnership or foreign limited partnership to which the record pertains, the aggrieved person shall make the limited partnership or foreign limited partnership a party to the action. A person aggrieved under subdivision (a) may seek the remedies provided in subdivision (a) in the same action in combination or in the alternative. In any action under this subdivision, if the court finds the failure of the person to comply with the requirement to sign a record or deliver a record to the Secretary of State for filing to have been without justification, the court may award an amount sufficient to reimburse the persons aggrieved under subdivision (a) bringing the action for the reasonable expenses incurred by such persons, including attorneys’ fees, in connection with the action or proceeding.
(c) A record filed unsigned pursuant to this section is effective without being signed.
(d) Any person, other than a general partner, delivering a record to the Secretary of State for filing, shall state the statutory authority for such action after the signature on the appropriate record.
(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 2 - Formation; Certificate of Limited Partnership and Other Filings › Section 15902.06.

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

15902.07. (a) A limited partnership or foreign limited partnership may deliver to and on a form prescribed by the Secretary of State for filing a certificate of correction containing the name of the limited partnership or foreign limited partnership and the Secretary of State’s file number for the limited partnership or foreign limited partnership to correct a record previously delivered by the limited partnership or foreign limited partnership to the Secretary of State and filed by the Secretary of State, if at the time of filing the record contained false or erroneous information or was defectively signed.
(b) A certificate of correction may not state a delayed effective date and must:
(1) describe the record to be corrected, including its filing date and file number;
(2) specify the incorrect information and the reason it is incorrect or the manner in which the signing was defective; and
(3) correct the incorrect information or defective signature.
(c) When filed by the Secretary of State, a certificate of correction is effective retroactively as of the effective date of the record the certificate corrects, but the certificate is effective when filed:
(1) for the purposes of subdivisions (c) and (d) of Section 15901.03; and
(2) as to persons relying on the uncorrected record and adversely affected by the correction.
(Amended by Stats. 2014, Ch. 834, Sec. 25. (SB 1041) Effective January 1, 2015.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 4.5 - Uniform Limited Partnership Act of 2008 › ARTICLE 2 - Formation; Certificate of Limited Partnership and Other Filings › Section 15902.08.

15902.08. (a) If a record delivered to the Secretary of State for filing under this chapter and filed by the Secretary of State contains false information, a person that suffers loss by reliance on the information may recover damages for the loss from:
(1) a person that signed the record, or caused another to sign it on the person’s behalf, and knew the information to be false at the time the record was signed; and
(2) a general partner that has notice that the information was false when the record was filed or has become false because of changed circumstances, if the general partner has notice for a reasonably sufficient time before the information is relied upon to enable the general partner to effect an amendment under Section 15902.02, file a petition pursuant to Section 15902.05, or deliver to the Secretary of State for filing a certificate of correction pursuant to Section 15902.07.
(b) Signing a record authorized or required to be filed under this chapter constitutes an affirmation under the penalties of perjury that the facts stated in the record are true.
(Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 4.5 - Uniform Limited Partnership Act of 2008 › ARTICLE 3 - Limited Partners › Section 15903.01.

15903.01. A person becomes a limited partner:
(a) as provided in the partnership agreement;
(b) as the result of a conversion or merger under Article 11 (commencing with Section 15911.01); or
(c) with the consent of all the partners.
(Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 4.5 - Uniform Limited Partnership Act of 2008 › ARTICLE 3 - Limited Partners › Section 15903.02.

15903.02. A limited partner does not have the right or the power as a limited partner to act for or bind the limited partnership.
(Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 4.5 - Uniform Limited Partnership Act of 2008 › ARTICLE 3 - Limited Partners › Section 15903.05.

15903.05. (a) A limited partner does not have any fiduciary duty to the limited partnership or to any other partner solely by reason of being a limited partner.
(b) A limited partner shall discharge the duties to the partnership and the other partners under this chapter or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing.
(c) A limited partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the limited partner’s conduct furthers the limited partner’s own interest.
(Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 4.5 - Uniform Limited Partnership Act of 2008 › ARTICLE 3 - Limited Partners › Section 15903.06.

15903.06. (a) Except as otherwise provided in subdivision (b), a person that makes an investment in a business enterprise and erroneously but in good faith believes that the person has become a limited partner in the enterprise is not liable for the enterprise’s obligations by reason of making the investment, receiving distributions from the enterprise, or exercising any rights of or appropriate to a limited partner, if, on ascertaining the mistake, the person:
(1) causes an appropriate certificate of limited partnership, amendment, or certificate of correction to be signed and delivered to the Secretary of State for filing; or
(2) withdraws from future participation as an owner in the enterprise by signing and delivering to and on a form prescribed by the Secretary of State for filing a certificate of withdrawal containing the name of the limited partnership and the Secretary of State’s file number of the limited partnership under this section.
(b) A person that makes an investment described in subdivision (a) is liable to the same extent as a general partner to any third party that enters into a transaction with the enterprise, believing in good faith that the person is a general partner, before the Secretary of State files a certificate of withdrawal, certificate of limited partnership, amendment, or certificate of correction to show that the person is not a general partner.
(c) If a person makes a diligent effort in good faith to comply with paragraph (1) of subdivision (a) and is unable to cause the appropriate certificate of limited partnership, amendment, or certificate of correction to be signed and delivered to the Secretary of State for filing, the person has the right to withdraw from the enterprise pursuant to paragraph (2) of subdivision (a) even if the withdrawal would otherwise breach an agreement with others that are or have agreed to become co-owners of the enterprise.
(Amended by Stats. 2014, Ch. 834, Sec. 26. (SB 1041) Effective January 1, 2015.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 4.5 - Uniform Limited Partnership Act of 2008 › ARTICLE 3 - Limited Partners › Section 15903.07.

15903.07. (a) The partnership agreement may provide for the creation of classes of limited partners. The partnership agreement shall define the rights, powers, and duties of those classes, including rights, powers, and duties senior to other classes of limited partners.
(b) The partnership agreement may provide to all or certain specified classes of limited partners the right to vote separately or with all or any class or the general partners on any matter.
(Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 4.5 - Uniform Limited Partnership Act of 2008 › ARTICLE 4 - General Partners › Section 15904.01.

15904.01. A person becomes a general partner:
(a) as provided in the partnership agreement:
(b) under paragraph (2) of subdivision (c) of Section 15908.01 following the dissociation of a limited partnership’s last general partner;
(c) as the result of a conversion or merger under Article 11 (commencing with Section 15911.01); or
(d) with the consent of all the partners.
(Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)