reglab/statecodes huggingface dataset:
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 5 - Uniform Partnership Act of 1994 › ARTICLE 9 - Conversions and Mergers › Section 16901.

16901. In this article, the following terms have the following meanings:
(1) “Constituent other business entity” means any other business entity that is merged with or into one or more partnerships and includes a surviving other business entity.
(2) “Constituent partnership” means a partnership that is merged with or into one or more other partnerships or other business entities and includes a surviving partnership.
(3) “Disappearing other business entity” means a constituent other business entity that is not the surviving other business entity.
(4) “Disappearing partnership” means a constituent partnership that is not the surviving partnership.
(5) “Domestic” means organized under the laws of this state when used in relation to any partnership, other business entity, or person (other than an individual).
(6) “Foreign other business entity” means any other business entity formed under the laws of any state other than this state or under the laws of the United States or of a foreign country.
(7) “Foreign partnership” means a partnership formed under the laws of any state other than this state or under the laws of a foreign country.
(8) “General partner” means a partner in a partnership and a general partner in a limited partnership.
(9) “Limited liability company” means a limited liability company created under Title 2.6 (commencing with Section 17701.01), or comparable law of another jurisdiction.
(10) “Limited partner” means a limited partner in a limited partnership.
(11) “Limited partnership” means a limited partnership created under Chapter 3 (commencing with Section 15611) or Chapter 5.5 (commencing with Section 15900), predecessor law, or comparable law of another jurisdiction.
(12) “Other business entity” means a limited partnership, limited liability company, corporation, business trust, real estate investment trust, or an unincorporated association (other than a nonprofit association), but excluding a partnership.
(13) “Partner” includes both a general partner and a limited partner.
(14) “Surviving other business entity” means an other business entity into which one or more partnerships are merged.
(15) “Surviving partnership” means a partnership into which one or more other partnerships or other business entities are merged.
(Amended by Stats. 2014, Ch. 64, Sec. 6. (AB 2742) Effective January 1, 2015.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 5 - Uniform Partnership Act of 1994 › ARTICLE 9 - Conversions and Mergers › Section 16902.

16902. (a) A partnership, other than a registered limited liability partnership, may be converted into a domestic other business entity or a foreign other business entity pursuant to this article if, (1) pursuant to a conversion into a domestic or foreign limited partnership or limited liability company, each of the partners of the converting partnership would receive a percentage interest in the profits and capital of the converted other business entity equal to the partner’s percentage interest in profits and capital of the converting partnership as of the effective time of the conversion, and (2) pursuant to a conversion into an other business entity or foreign other business entity not specified in clause (1) above, each of the partnership interests of the same class is treated equally with respect to any distribution of cash, property, rights, interests, or securities of the converted other business entity unless all partners of the same class consent.
(b) Notwithstanding this section, the conversion of a partnership to a domestic or foreign other business entity may be effected only if: (1) the law under which that domestic or foreign other business entity will exist expressly permits the formation of that other entity pursuant to a conversion; and (2) the partnership complies with any and all other requirements of that other law that applies to conversion of the other business entity.
(Amended by Stats. 2002, Ch. 480, Sec. 15. Effective January 1, 2003.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 5 - Uniform Partnership Act of 1994 › ARTICLE 9 - Conversions and Mergers › Section 16904.

16904. (a) A conversion into a domestic other business entity shall become effective upon the earliest date that all of the following shall have occurred:
(1) The approval of the plan of conversion by the partners of the converting partnership as provided in Section 16903.
(2) The filing of all documents required by law to create the converted other business entity, which documents shall also contain a statement of conversion, if required under Section 16906.
(3) The effective date, if set forth in the plan of conversion, shall have occurred.
(b) A copy of the certificate of limited partnership, articles of organization, or articles of incorporation, complying with Section 16906, if applicable, duly certified by the Secretary of State, is conclusive evidence of the conversion of the partnership.
(Amended by Stats. 2002, Ch. 480, Sec. 17. Effective January 1, 2003.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 5 - Uniform Partnership Act of 1994 › ARTICLE 9 - Conversions and Mergers › Section 16905.

16905. (a) The conversion of a partnership into a foreign other business entity shall comply with Section 16902.
(b) If the partnership is converting into a foreign other business entity, then the conversion proceedings shall be in accordance with the laws of the state or place of organization of the foreign other business entity and the conversion shall become effective in accordance with that law.
(c) (1) Unless a statement of conversion has been filed to effect the conversion, the converted foreign other business entity shall promptly notify the Secretary of State of the mailing address of its agent for service of process, its principal office, and of any change of address. To enforce an obligation of a partnership that has converted to a foreign other business entity, the Secretary of State shall only be the agent for service of process in an action or proceeding against the converted foreign other business entity, if the agent designated for the service of process for that entity is a natural person and cannot be found with due diligence or if the agent is a corporation and no person, to whom delivery may be made, may be located with due diligence, or if no agent has been designated and if no one of the officers, partners, managers, members, or agents of that entity may be located after diligent search, and it is so shown by affidavit to the satisfaction of the court. The court then may make an order that service be made by personal delivery to the Secretary of State or to an assistant or deputy Secretary of State of two copies of the process together with two copies of the order, and the order shall set forth an address to which the process shall be sent by the Secretary of State. Service in this manner is deemed complete on the 10th day after delivery of the process to the Secretary of State.
(2) Upon receipt of the process and order and the fee set forth in Section 12197 of the Government Code, the Secretary of State shall provide notice to the entity of the service of the process by forwarding by certified mail, return receipt requested, a copy of the process and order to the address specified in the order.
(3) The Secretary of State shall keep a record of all process served upon the Secretary of State and shall record therein the time of service and the Secretary of State’s action with respect thereto. The certificate of the Secretary of State, under the Secretary of State’s official seal, certifying to the receipt of process, the providing of notice thereof to the entity, and the forwarding of the process, shall be competent and prima facie evidence of the matters stated therein.
(Amended by Stats. 2022, Ch. 617, Sec. 106. (SB 1202) Effective January 1, 2023.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 5 - Uniform Partnership Act of 1994 › ARTICLE 9 - Conversions and Mergers › Section 16906.

16906. (a) If the converting partnership has filed a statement of partnership authority under Section 16303 that is effective at the time of the conversion, then upon conversion to a domestic limited partnership, limited liability company, or corporation, the certificate of limited partnership, articles of organization, or articles of incorporation filed by the converted entity, as applicable, shall contain a statement of conversion, in that form as may be prescribed by the Secretary of State. If the converting partnership has not filed a statement of partnership authority under Section 16303 that is effective at the time of the conversion, upon conversion to a domestic limited partnership, limited liability company, or corporation, the converted entity may, but is not required to file, on its certificate of limited partnership, articles of organization, or articles of incorporation, a statement of conversion. A statement of conversion shall set forth all of the following:
(1) The name of the converting partnership and the Secretary of State’s file number, if any, of the converting partnership.
(2) A statement that the principal terms of the plan of conversion were approved by a vote of the partners, which equaled or exceeded the vote required under Section 16903.
(3) The name, mailing address, and street address of the converted entity’s agent for service of process. If a corporation qualified under Section 1505 is designated as the agent, no address for it shall be set forth.
(b) A partnership converting to a foreign other business entity that has filed a statement of partnership authority under Section 16303 that is effective at the time of conversion may file a certificate of conversion with the Secretary of State. The certificate of conversion shall contain the following:
(1) The names of the converting partnership and the converted entity.
(2) The street address of the converted entity’s principal office and of a principal office in California, if any.
(3) The form of organization of the converted entity.
(4) The name, mailing address, and street address of the converted entity’s agent for service of process. If a corporation qualified under Section 1505 is designated as the agent, no address for it shall be set forth.
(c) The filing with the Secretary of State of a certificate of limited partnership, articles of organization, or articles of incorporation containing a statement of conversion as set forth in subdivision (a) or a certificate of conversion filed pursuant to subdivision (b) shall have the effect of the filing of a cancellation by the converting partnership of any statement of partnership authority filed by it.
(Amended by Stats. 2022, Ch. 617, Sec. 107. (SB 1202) Effective January 1, 2023.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 5 - Uniform Partnership Act of 1994 › ARTICLE 9 - Conversions and Mergers › Section 16907.

16907. (a) Whenever a partnership or other business entity having any real property in this state converts into a partnership or an other business entity pursuant to the laws of this state or of the state or place in which the other business entity was organized, and the laws of the state or place of organization (including this state) of the converting partnership or other business entity provide substantially that the conversion of a converting entity vests in the converted partnership or other business entity all the real property of the converting partnership or converting other business entity, the filing for record in the office of the county recorder of any county in this state in which any of the real property of the converting partnership or converting other business entity is located of either (1) a certificate of conversion or a certificate of limited partnership, articles of organization, or articles of incorporation, complying with Section 16906, in the form prescribed by the Secretary of State, certified by the Secretary of State, or (2) a copy of a certificate of conversion or a certificate of limited partnership, articles of organization, articles or certificate of incorporation, or other certificate evidencing the creation of a foreign other business entity by conversion, containing a statement of conversion, certified by the Secretary of State or an authorized public official of the state or place pursuant to the laws of which the conversion is effected, shall evidence record ownership in the converted partnership or converted other business entity of all interest of the converting partnership or converting other business entity in and to the real property located in that county.
(b) A filed and, if appropriate, recorded certificate of conversion, certificate of limited partnership, articles of organization, articles or certificate of incorporation, or other certificate evidencing the creation of an other business entity by conversion, containing a statement of conversion, executed and declared to be accurate pursuant to subdivision (c) of Section 16105, stating the name of the converting partnership or converting other business entity in whose name property was held before the conversion and the name of the converted entity, but not containing all of the other information required by Section 16906, operates with respect to the entities named to the extent provided in subdivision (a).
(c) Recording of a certificate of conversion, a certificate of limited partnership, articles of organization, articles or certificate of incorporation, or other certificate evidencing the creation of another business entity by conversion, containing a statement of conversion, in accordance with Section 16902 shall create, in favor of bona fide purchasers or encumbrancers for value, a conclusive presumption that the conversion was validly completed.
(Amended by Stats. 2002, Ch. 480, Sec. 20. Effective January 1, 2003.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 5 - Uniform Partnership Act of 1994 › ARTICLE 9 - Conversions and Mergers › Section 16908.

16908. (a) A domestic limited partnership, limited liability company, or corporation, or a foreign other business entity may be converted to a domestic partnership pursuant to this article, but only if the converting entity is authorized by the laws under which it is organized to effect the conversion.
(b) An entity that desires to convert into a domestic partnership shall approve a plan of conversion or the instrument that is required to be approved to effect the conversion pursuant to the laws under which the entity is organized.
(c) The conversion of a domestic limited partnership, limited liability company, or corporation, or foreign other business entity shall be approved by the number or percentage of the partners, members, shareholders, or holders of interest of the converting entity as is required by the law under which the entity is organized, or a greater or lesser percentage (subject to applicable laws) as set forth in the limited partnership agreement, articles of organization, operating agreement, or articles or certificate of organization, or other governing document for the converting entity.
(d) The conversion by a domestic limited partnership, limited liability company, or corporation, or a foreign other business entity into a partnership shall be effective under this article at the time that the conversion is effective under the laws under which the converting entity is organized.
(e) The filing with the Secretary of State of a certificate of conversion or a statement of partnership authority containing a statement of conversion pursuant to subdivision (a) shall have the effect of the filing of a certificate of cancellation by the converting foreign limited partnership or foreign limited liability company, and no converting foreign limited partnership or foreign limited liability company that has made the filing is required to file a certificate of cancellation under Section 15909.07 or 17708.08 as a result of that conversion. If a converting other business entity is a foreign corporation qualified to transact business in this state, the foreign corporation shall, by virtue of the filing, automatically surrender its right to transact intrastate business.
(f) Subdivision (g) of Section 16105 shall apply to a statement of partnership authority containing a statement of conversion filed pursuant to this section.
(Amended by Stats. 2022, Ch. 617, Sec. 108. (SB 1202) Effective January 1, 2023.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 5 - Uniform Partnership Act of 1994 › ARTICLE 9 - Conversions and Mergers › Section 16910.

16910. (a) The following entities may be merged pursuant to this article:
(1) Two or more partnerships into one partnership.
(2) One or more partnerships and one or more other business entities into one of those other business entities.
(3) One or more partnerships, other than a limited liability partnership, and one or more other business entities into one partnership.
(b) Notwithstanding subdivision (a), the merger of any number of partnerships with any number of other business entities may be effected only if the other business entities that are organized in California are authorized by the laws under which they are organized to effect the merger, and (1) if a domestic partnership is the surviving partnership, the foreign other business entities are not prohibited by the laws under which they are organized from effecting that merger and (2) if a foreign partnership or foreign other business entity is the survivor of the merger, the laws of the jurisdiction under which the survivor is organized authorize that merger.
(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 9 - Conversions and Mergers › Section 16912.

16912. (a) Unless a future effective date or time is provided in a certificate of merger if a certificate of merger is required to be filed under Section 16915 in which event the merger shall be effective at the future effective date or time:
(1) A merger in which no domestic other business entity is a party to the merger shall be effective upon the later of any of the following:
(A) The approval of the agreement of merger by all parties to the merger as provided in Section 16911.
(B) The filing of all documents required by law to be filed as a condition to the effectiveness of the merger; or
(C) Any effective date specified in the agreement of merger; and
(2) A merger in which a domestic other business entity is a party to the merger shall be effective upon the filing of the certificate of merger in the office of the Secretary of State.
(b) For all mergers in which a certificate of merger is required to be filed under Section 16915, a copy of the certificate of merger duly certified by the Secretary of State is conclusive evidence of the merger of (A) the constituent partnerships (either by themselves or together with constituent other business entities) into the surviving other business entity, or (B) the constituent partnerships or the constituent other business entities, or both, into the surviving 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 9 - Conversions and Mergers › Section 16913.

16913. (a) The merger of any number of domestic partnerships with any number of foreign partnerships or foreign other business entities shall be required to comply with Section 16910.
(b) If the surviving entity is a domestic partnership or a domestic other business entity, the merger proceedings with respect to that partnership or other business entity and any domestic disappearing partnership shall conform to the provisions of this chapter governing the merger of domestic partnerships, but if the surviving entity is a foreign partnership or a foreign other business entity, then, subject to the requirements of subdivision (d), the merger proceedings may be in accordance with the laws of the state or place of organization of the surviving partnership or surviving other business entity.
(c) If the surviving entity is a domestic other business entity or is a domestic partnership in a merger in which a domestic other business entity is also a party, the certificate of merger shall be filed as provided in subdivision (b) of Section 16915, and thereupon, subject to subdivision (a) of Section 16912, the merger shall be effective as to each domestic constituent partnership and domestic constituent other business entity.
(d) If the surviving entity is a foreign partnership or foreign other business entity, the merger shall become effective in accordance with the law of the jurisdiction in which the surviving partnership or surviving other business entity is organized, but shall be effective as to any domestic disappearing partnership as of the time of effectiveness in the foreign jurisdiction in accordance with Section 16912.
(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 9 - Conversions and Mergers › Section 16915.5.

16915.5. (a) Upon merger pursuant to this article, a surviving domestic or foreign partnership or other business entity shall be deemed to have assumed the liability of each disappearing domestic or foreign partnership or other business entity that is taxed under Part 10 (commencing with Section 17001) of, or under Part 11 (commencing with Section 23001) of, Division 2 of the Revenue and Taxation Code for the following:
(1) To prepare and file, or to cause to be prepared and filed, tax and information returns otherwise required of that disappearing entity as specified in Chapter 2 (commencing with Section 18501) of Part 10.2 of Division 2 of the Revenue and Taxation Code.
(2) To pay any tax liability determined to be due.
(b) If the surviving entity is a domestic limited liability company, domestic corporation, or registered limited liability partnership or a foreign limited liability company, foreign limited liability partnership, or foreign corporation that is registered or qualified to do business in California, the Secretary of State shall notify the Franchise Tax Board of the merger.
(Amended by Stats. 2006, Ch. 773, Sec. 38. Effective September 29, 2006.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 5 - Uniform Partnership Act of 1994 › ARTICLE 9 - Conversions and Mergers › Section 16916.

16916. (a) Whenever a domestic or foreign partnership or other business entity having any real property in this state merges with another partnership or other business entity pursuant to the laws of this state or of the state or place in which any constituent partnership or constituent other business entity was organized, and the laws of the state or place of organization (including this state) of any disappearing partnership or disappearing other business entity provide substantially that the making and filing of a statement of merger, agreement of merger or certificate of merger vests in the surviving partnership or surviving other business entity all the real property of any disappearing partnership and disappearing other business entity, the filing for record in the office of the county record of any county in this state in which any of the real property of the disappearing partnership or disappearing other business entity is located of either (1) a certificate of merger or agreement of merger certified by the Secretary of State, or other certificate prescribed by the Secretary of State, or (2) a copy of the statement of merger, agreement of merger or certificate of merger, certified by the Secretary of State or an authorized public official of the state or place pursuant to the laws of which the merger is effected, shall evidence record ownership in the surviving partnership or surviving other business entity of all interest of that disappearing partnership or disappearing other business entity in and to the real property located in that county.
(b) A filed and, if appropriate, recorded statement of merger, executed and declared to be accurate pursuant to subdivision (c) of Section 16105, stating the name of a partnership or other business entity that is a party to the merger in whose name property was held before the merger and the name of the surviving entity, but not containing all of the other information required by Section 16915, operates with respect to the partnerships or other business entities named to the extent provided in subdivision (a).
(c) Recording of the certificate of merger in accordance with subdivision (a) shall create, in favor of bona fide purchasers or encumbrancers for value, a conclusive presumption that the merger was validly completed.
(Amended by Stats. 1999, Ch. 437, Sec. 31. Effective January 1, 2000.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 5 - Uniform Partnership Act of 1994 › ARTICLE 9 - Conversions and Mergers › Section 16917.

16917. This article is not exclusive. Partnerships, other than limited liability partnerships, may be converted or merged in any other manner provided by law.
(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 10 - Limited Liability Partnerships › Section 16951.

16951. For purposes of this chapter, the only types of limited liability partnerships that shall be recognized are a registered limited liability partnership and a foreign limited liability partnership, as defined in Section 16101. No registered limited liability partnership or foreign limited liability partnership may render professional limited liability partnership services in this state except through licensed persons.
(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 10 - Limited Liability Partnerships › Section 16952.

16952. The name of a registered limited liability partnership shall contain the words “Registered Limited Liability Partnership” or “Limited Liability Partnership” or one of the abbreviations “L.L.P.,” “LLP,” “R.L.L.P.,” or “RLLP” as the last words or letters of its name.
(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 10 - Limited Liability Partnerships › Section 16954.

16954. (a) The registration of a registered limited liability partnership may be amended by an amended registration executed by one or more partners authorized to execute an amended registration and filed with the Secretary of State, as soon as reasonably practical after any information set forth in the registration or previously filed amended registration becomes inaccurate or to add information to the registration or amended registration.
(b) If a registered limited liability partnership ceases to be a registered limited liability partnership, it shall file with the Secretary of State a notice, executed by one or more partners authorized to execute the notice, that it is no longer a registered limited liability partnership. The notice shall state that a final annual tax return, as described by Section 17948.3 of the Revenue and Taxation Code, has been or will be filed with the Franchise Tax Board, as required under Part 10.2 (commencing with Section 18401) of Division 2 of the Revenue and Taxation Code.
(c) An amendment pursuant to subdivision (a) and a notice pursuant to subdivision (b) shall each be accompanied by a fee as set forth in subdivision (c) of Section 12189 of the Government Code.
(d) The Secretary of State shall provide forms for an amended registration under subdivision (a) and a notice under subdivision (b).
(e) A notice of cessation, signed pursuant to subdivision (b), shall be filed with the Secretary of State. The Secretary of State shall notify the Franchise Tax Board of the cessation.
(f) A certificate of merger or the agreement of merger shall have the effect of the filing of a notice of termination for each disappearing registered limited liability partnership.
(Amended by Stats. 2022, Ch. 617, Sec. 112. (SB 1202) Effective January 1, 2023.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 5 - Uniform Partnership Act of 1994 › ARTICLE 10 - Limited Liability Partnerships › Section 16955.

16955. (a) A domestic partnership, other than a limited partnership, may convert to a registered limited liability partnership by the vote of the partners possessing a majority of the interests of its partners in the current profits of the partnership or by a different vote as may be required in its partnership agreement.
(b) When such a conversion takes effect, all of the following apply:
(1) All property, real and personal, tangible and intangible, of the converting partnership remains vested in the converted registered limited liability partnership.
(2) All debts, obligations, liabilities, and penalties of the converting partnership continue as debts, obligations, liabilities, and penalties of the converted registered limited liability partnership.
(3) Any action, suit, or proceeding, civil or criminal, then pending by or against the converting partnership may be continued as if the conversion had not occurred.
(4) To the extent provided in the agreement of conversion and in this chapter, the partners of a partnership shall continue as partners in the converted registered limited liability partnership.
(5) A partnership that has been converted to a registered limited liability partnership pursuant to this chapter is the same person that existed prior to the conversion.
(Amended by Stats. 2017, Ch. 561, Sec. 26. (AB 1516) Effective January 1, 2018.)
2023 California Code › Corporations Code - CORP › TITLE 2 - PARTNERSHIPS › CHAPTER 5 - Uniform Partnership Act of 1994 › ARTICLE 10 - Limited Liability Partnerships › Section 16957.

16957. (a) No distribution shall be made by a registered limited liability partnership if, after giving effect to the distribution:
(1) The registered limited liability partnership would not be able to pay its debts as they become due in the usual course of business.
(2) The registered limited liability partnership’s total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the registered limited liability partnership were to be dissolved at the time of the distribution, to satisfy the preferential rights of other partners upon dissolution that are superior to the rights of the partners receiving the distribution.
(b) A cause of action with respect to an obligation to return a distribution is extinguished unless the action is brought within four years after the distribution is made.
(c) A distribution for purposes of this section means the transfer of money or property by a registered limited liability partnership to its partners without consideration.
(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 10 - Limited Liability Partnerships › Section 16958.

16958. (a) (1) The laws of the jurisdiction under which a foreign limited liability partnership is organized shall govern its organization and internal affairs and the liability and authority of its partners, subject to compliance with Section 16956, and (2) a foreign limited liability partnership may not be denied registration by reason of any difference between those laws and the laws of this state.
(b) The name of a foreign limited liability partnership transacting intrastate business in this state shall contain the words “Registered Limited Liability Partnership” or “Limited Liability Partnership” or one of the abbreviations “L.L.P.,” “LLP,” “R.L.L.P.,” or “RLLP,” or such other similar words or abbreviations as may be required or authorized by the laws of the jurisdiction of formation of the foreign limited liability partnership, as the last words or letters of its name.
(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 10 - Limited Liability Partnerships › Section 16961.

16961. The filing of a registration with the Secretary of State under Section 16953 or 16959 shall make it unnecessary for all purposes for the registered limited liability partnership or foreign limited liability partnership to make any of the filings referred to in Chapter 5 (commencing with Section 17900) of Part 3 of Division 7 of the Business and Professions Code.
(Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)
2023 California Code › Corporations Code - CORP › TITLE 2.6 - CALIFORNIA REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › ARTICLE 1 - General Provisions › Section 17701.01.

17701.01. This title may be cited as the California Revised Uniform Limited Liability Company Act.
(Added by Stats. 2012, Ch. 419, Sec. 20. (SB 323) Effective January 1, 2013. Operative January 1, 2014, by Sec. 32 of Ch. 419.)
2023 California Code › Corporations Code - CORP › TITLE 2.6 - CALIFORNIA REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › ARTICLE 1 - General Provisions › Section 17701.04.

17701.04. (a) A limited liability company is an entity distinct from its members.
(b) A limited liability company may have any lawful purpose, regardless of whether for profit, except the banking business, the business of issuing policies of insurance and assuming insurance risks, or the trust company business. A domestic or foreign limited liability company may render services that may be lawfully rendered only pursuant to a license, certificate, or registration authorized by the Business and Professions Code, the Chiropractic Act, the Osteopathic Act, or the Yacht and Ship Brokers Act, if the applicable provisions of the Business and Professions Code, the Chiropractic Act, the Osteopathic Act, or the Yacht and Ship Brokers Act authorize a limited liability company or foreign limited liability company to hold that license, certificate, or registration.
(c) A limited liability company has perpetual duration.
(d) Notwithstanding subdivision (b) and as specifically provided in this subdivision, a limited liability company may operate as a health care service plan licensed pursuant to Chapter 2.2 (commencing with Section 1340) of Division 2 of the Health and Safety Code if the limited liability company is a subsidiary of a health care service plan licensed pursuant to those provisions and the limited liability company is established to serve an existing line of business of the parent health care service plan. Notwithstanding any other law, the tort or contract liability of a limited liability company created to operate as a health care service plan under this subdivision and its members is not limited or restricted in any manner because of the limited liability company status of the health care service plan.
(e) Nothing in this title shall be construed to permit a domestic or foreign limited liability company to render professional services, as defined in subdivision (a) of Section 13401 and in Section 13401.3, in this state.
(Added by Stats. 2012, Ch. 419, Sec. 20. (SB 323) Effective January 1, 2013. Operative January 1, 2014, by Sec. 32 of Ch. 419.)
2023 California Code › Corporations Code - CORP › TITLE 2.6 - CALIFORNIA REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › ARTICLE 1 - General Provisions › Section 17701.06.

17701.06. The law of this state governs all of the following:
(a) The internal affairs of a limited liability company.
(b) The liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of a limited liability company.
(c) The authority of the members and agents of a limited liability company.
(Added by Stats. 2012, Ch. 419, Sec. 20. (SB 323) Effective January 1, 2013. Operative January 1, 2014, by Sec. 32 of Ch. 419.)
2023 California Code › Corporations Code - CORP › TITLE 2.6 - CALIFORNIA REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › ARTICLE 1 - General Provisions › Section 17701.07.

17701.07. (a) It is the policy of this title and this state to give maximum effect to the principles of freedom of contract and to the enforceability of operating agreements.
(b) Unless displaced by particular provisions of this title, the principles of law and equity supplement this title.
(c) Rules that statutes in derogation of the common law are to be strictly construed shall have no application to this title.
(d) Unless the context otherwise requires, as used in this title, the singular shall include the plural and the plural may refer to only the singular. The use of any gender shall be applicable to all genders.
(Added by Stats. 2012, Ch. 419, Sec. 20. (SB 323) Effective January 1, 2013. Operative January 1, 2014, by Sec. 32 of Ch. 419.)
2023 California Code › Corporations Code - CORP › TITLE 2.6 - CALIFORNIA REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › ARTICLE 1 - General Provisions › Section 17701.08.

17701.08. (a) The name of a limited liability company shall contain the words “limited liability company,” or the abbreviation “L.L.C.” or “LLC.” “Limited” may be abbreviated as “Ltd.,” and “company” may be abbreviated as “Co.”
(b) The name of a limited liability company 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 liability company.
(2) The name of any foreign limited liability company authorized to transact intrastate business in this state.
(3) Each name reserved under Section 17701.09.
(c) The use by a limited liability company of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State.
(d) Subject to Section 17708.04, this section applies to a foreign limited liability company transacting intrastate business in this state that has a certificate of registration to transact intrastate business in this state or that has applied for a certificate of registration.
(e) 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. 2020, Ch. 361, Sec. 14. (SB 522) Effective January 1, 2021.)
2023 California Code › Corporations Code - CORP › TITLE 2.6 - CALIFORNIA REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › ARTICLE 1 - General Provisions › Section 17701.09.

17701.09. (a) Upon payment of the fee prescribed in Article 3 (commencing with Section 12180) of Chapter 3 of Part 2 of Division 3 of Title 2 of the Government Code, a person may apply to reserve the exclusive use of the name of a limited liability company or foreign limited liability company, including an alternative name for a foreign limited liability company whose name is not available. If the Secretary of State finds that the name applied for is available, it shall reserve the name for the applicant’s exclusive use for up to 60 days and issue a certificate of reservation. The Secretary of State shall not issue certificates 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; nor shall consecutive reservations be made by or for the use or benefit of the same person for a name so similar as to fall within the prohibitions of subdivision (b) of Section 17701.08.
(b) The owner of a name reserved for a limited liability company or foreign limited liability company may transfer the reservation to another person by delivering to the Secretary of State a signed notice of the transfer which states the reserved name and the name and address of the transferee.
(Amended by Stats. 2015, Ch. 189, Sec. 6. (AB 1471) Effective January 1, 2016.)
2023 California Code › Corporations Code - CORP › TITLE 2.6 - CALIFORNIA REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › ARTICLE 1 - General Provisions › Section 17701.11.

17701.11. (a) A limited liability company is bound by and may enforce the operating agreement.
(b) A person that becomes a member of a limited liability company is deemed to assent to the operating agreement.
(c) Two or more persons intending to become the initial members of a limited liability company may make an agreement providing that upon the formation of the limited liability company the agreement will become the operating agreement. One person intending to become the initial member of a limited liability company may assent to terms providing that upon the formation of the limited liability company the terms will become the operating agreement.
(Added by Stats. 2012, Ch. 419, Sec. 20. (SB 323) Effective January 1, 2013. Operative January 1, 2014, by Sec. 32 of Ch. 419.)
2023 California Code › Corporations Code - CORP › TITLE 2.6 - CALIFORNIA REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › ARTICLE 1 - General Provisions › Section 17701.12.

17701.12. (a) An operating agreement may specify that its amendment requires the approval of a person that is not a party to the operating agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition.
(b) The obligations of a limited liability company and its members to a person in the person’s capacity as a transferee or dissociated member are governed by the operating agreement. Subject only to any court order issued under paragraph (2) of subdivision (b) of Section 17705.03 to effectuate a charging order, an amendment to the operating agreement made after a person becomes a transferee or dissociated member is effective with regard to any debt, obligation, or other liability of the limited liability company or its members to the person in the person’s capacity as a transferee or dissociated member.
(c) If a record that has been delivered by a limited liability company to the Secretary of State for filing and has become effective under this title contains a provision that would be ineffective under Section 17701.10 if contained in the operating agreement, the provision is likewise ineffective in the record.
(d) Subject to subdivision (c), if a record that has been delivered by a limited liability company to the Secretary of State for filing and has become effective under this title conflicts with a provision of the operating agreement both of the following apply:
(1) The operating agreement prevails as to members, dissociated members, transferees, and managers.
(2) The record prevails as to other persons to the extent they reasonably rely on the record.
(Amended by Stats. 2015, Ch. 775, Sec. 3. (AB 506) Effective January 1, 2016.)
2023 California Code › Corporations Code - CORP › TITLE 2.6 - CALIFORNIA REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › ARTICLE 1 - General Provisions › Section 17701.14.

17701.14. (a) A limited liability company or foreign limited liability company may change its designated office, its principal office, its agent for service of process, the address of its agent for service of process, its mailing address, or, in the case of a foreign limited liability company, its principal office in California by delivering to the Secretary of State for filing a statement of information as set forth in Section 17702.09.
(b) A statement of information is effective when filed by the Secretary of State.
(Amended by Stats. 2022, Ch. 617, Sec. 119. (SB 1202) Effective January 1, 2023.)
2023 California Code › Corporations Code - CORP › TITLE 2.6 - CALIFORNIA REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › ARTICLE 1 - General Provisions › Section 17701.15.

17701.15. (a) To resign as an agent for service of process of a limited liability company or foreign limited liability company, the agent shall deliver to the Secretary of State for filing, on a form prescribed by the Secretary of State for filing, a signed and acknowledged statement of resignation as an agent for service of process containing the name of the limited liability company or foreign limited liability company, the Secretary of State’s file number for the limited liability company or foreign limited liability company, the name of the resigning agent for service of process, and a statement that the agent is resigning.
(b) The Secretary of State shall mail or otherwise provide written notice of the statement of resignation to the principal office of the limited liability company or foreign limited liability company.
(c) Upon filing of the statement of resignation, the authority of the agent to act in that capacity shall cease.
(d) The resignation of an agent may be effective if, on a form prescribed by the Secretary of State containing the name of the limited liability company and Secretary of State’s file number for the limited liability company and the name of the agent for service of process, the agent disclaims having been properly appointed as the agent.
(e) If an individual who has been designated agent for service of process dies or resigns or no longer resides in the state, or if the corporate agent for that purpose resigns, dissolves, withdraws from the state, forfeits its right to transact intrastate business in this state, has its corporate rights, powers, and privileges suspended, or ceases to exist, the limited liability company or foreign limited liability company shall promptly file an initial or amended statement of information as set forth in Section 17702.09.
(f) The Secretary of State may destroy or otherwise dispose of a resignation filed pursuant to this section after a new form is filed pursuant to Section 17702.09 replacing the agent for service of process that has resigned.
(Amended by Stats. 2022, Ch. 617, Sec. 120. (SB 1202) Effective January 1, 2023.)
2023 California Code › Corporations Code - CORP › TITLE 2.6 - CALIFORNIA REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › ARTICLE 1 - General Provisions › Section 17701.17.

17701.17. (a) A member may, in a written operating agreement or other writing, consent to be subject to the nonexclusive jurisdiction of the courts of a specified jurisdiction and the courts of this state, or the exclusive jurisdiction of the courts of this state.
(b) If a member desires to use the arbitration process, that member may, in a written operating agreement or other writing, consent to be nonexclusively subject to arbitration in a specified state or states and this state, or to be exclusively subject to arbitration in this state.
(c) Along with this consent to the jurisdiction of courts or arbitration, a member may consent to be served with legal process in the manner prescribed in the operating agreement or other writing.
(Added by Stats. 2012, Ch. 419, Sec. 20. (SB 323) Effective January 1, 2013. Operative January 1, 2014, by Sec. 32 of Ch. 419.)