Formation of Limited Partnerships

Corporations Code Title 2, Chapter 4.5, Article 2 deals with the formation and certification of limited partnerships under the California Uniform Limited Partnership Act of 2008.

Section 15902.01 provides that, in order for a limited partnership to be formed, a certificate of limited partnership must be filed with and on a form prescribed by the Secretary of State and, either before or after the filing of a certificate of limited partnership, the partners are required to have entered into a partnership agreement. The certificate must state five specified items.

A limited partnership is formed when the Secretary of State files the certificate of limited partnership. If any provision of a partnership agreement is inconsistent with the filed certificate of limited partnership or with a filed certificate of dissociation, cancellation, or amendment or filed certificate of conversion or merger, then two specified items must be done.

A limited partnership may record in the office of the county recorder of any county in this state a certified copy of the certificate of limited partnership, or any amendment thereto, which has been filed by the Secretary of State. A foreign limited partnership may record in the office of the county recorder of any county in the state a certified copy of the application for registration to transact business.

Section 15902.02 requires, in order to amend its certificate of limited partnership, a limited partnership to deliver to and on a form prescribed by the Secretary of State for filing an amendment stating two specified items. 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 take two specified actions.

Section 15902.03 requires a dissolved limited partnership that has completed winding up to deliver to and on a form prescribed by the Secretary of State for filing a certificate of cancellation that states three specified items of information.

Section 15902.04 requires each record delivered to the Secretary of State for filing pursuant to this chapter to be signed in the specified manner including fourteen items. Any person may sign by an attorney in fact any record to be filed pursuant to this chapter.

Section 15902.05 specifies that, 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 one of three documents.

If the person aggrieved is not the limited partnership or foreign limited partnership to which the record pertains, the aggrieved person is required to make the limited partnership or foreign limited partnership a party to the action. A person aggrieved may seek the remedies provided 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 bringing the action for the reasonable expenses incurred by such persons, including attorneys’ fees, in connection with the action or proceeding.

Section 15902.06 states that 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 must file the record.

Section 15902.07 authorizes a limited partnership or foreign limited partnership to 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 to correct a record previously delivered, if at the time of filing the record contained false or erroneous information or was defectively signed.

Section 15902.08 states that, 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 either of two specified individuals. 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.

Section 15902.09 specifies that a domestic limited partnership whose certificate of limited partnership has been canceled may be revived by filing with, and on a form prescribed by, the Secretary of State a certificate of revival. The certificate of revival must be accompanied by written confirmation by the Franchise Tax Board that all of the specified actions have occurred and that two specified items have been paid to the Franchise Tax Board. The certificate of revival has to set forth eight specified items.