Limited Liability Partnerships in California

Title 2, Chapter 5, Article 10 deals with limited liability partnerships under California’s Uniform Partnership Act of 1994.

Section 16951 provides that the only types of limited liability partnerships that are recognized are a registered limited liability partnership and a foreign limited liability partnership. No registered limited liability partnership or foreign limited liability partnership may render professional limited liability partnership services in this state except through licensed persons.

Section 16952 requires the name of a registered limited liability partnership from containing 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.

Section16953 specifies that, to become a registered limited liability partnership, a partnership, other than a limited partnership, must file with the Secretary of State a registration, executed by one or more partners authorized to execute a registration, stating the specified seven items.

Section 16954 allows the registration of a registered limited liability partnership to 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.

Section 16955 authorizes a domestic partnership, other than a limited partnership, to 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. When a conversion takes effect, all of the five specified conditions apply.

Section 16956 provides that, in the case of a registered limited liability partnership, and at all times during which those partnerships transact intrastate business, every registered limited liability partnership and foreign limited liability partnership is required to provide security for claims against it as specified.

Section 16957 prohibits any distribution from being made by a registered limited liability partnership if, after giving effect to the distribution, one of two specified conditions exist. 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.

Section 16958 provides that the laws of the jurisdiction under which a foreign limited liability partnership is organized governs its organization and internal affairs and the liability and authority of its partners, and a foreign limited liability partnership may not be denied registration by reason of any difference between those laws and the laws of this state.

The name of a foreign limited liability partnership transacting intrastate business in this state contains 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.”

Section 16960 allows the registration of a foreign limited liability partnership to 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, to add information to the registration or amended registration or to withdraw its registration as a foreign limited liability partnership.

Section 16961 requires the filing of a registration with the Secretary of State to make it unnecessary for all purposes for the registered limited liability partnership or foreign limited liability partnership to make any of the filings.

Section 16962 provides that each registered limited liability partnership whose principal office is not in this state and each foreign limited liability partnership registered must designate as its agent for service of process any natural person or a domestic or foreign corporation entitled to be designated as agent for the service of process.

The Secretary of State is required to keep a record of all process served upon the Secretary of State under this section and record the time of service and the Secretary of State’s action.