Uniform Limited Partnership Act of 2008

Corporations Code Title 2, Chapter 4.5, Article 1 deals with the general provisions of the California Uniform Limited Partnership Act of 2008.

Section 15900 names this chapter as the Uniform Limited Partnership Act of 2008.

Section 15901.02 defines the following terms: “acknowledged,” “certificate of limited partnership,” “contribution,” “right of contribution,” “debtor in bankruptcy,” “designated office,” “distribution,” “domestic corporation,” “electronic transmission by the partnership,” “electronic transmission to the partnership,” “foreign limited liability limited partnership,” “foreign limited partnership,” “foreign other business entity,” “general partner,” “interests of all partners,” “interest of limited partners,” “limited partner,” “limited partnership or domestic limited partnership,” “mail,” “majority in interest of all partners,” “majority in interest of the limited partners,” “other business entity,” “parent,” “partner,” “partnership agreement,” “person,” “person dissociated as a general partner,” “principal office,” “proxy,” “record,” “required information,” “return of capital,” “sign,” “state,” “time a notice is given or sent,” “transact intrastate business,” “transfer,” “transferable interest,” and “transferee.”

Section 15901.03 explains that a person knows a fact if the person has actual knowledge of it. A person has notice of a fact if the person meets any of four specified conditions. A person notifies or gives a notification to another person by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person learns of it. A person receives a notification under two specified conditions.

Section 15901.04 states that a limited partnership is an entity distinct from its partners. 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. A limited partnership has a perpetual duration.

Section 15901.05 provides that 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.

Section 15901.06 says that 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.

Section 15901.07 explains that the principles of law and equity supplement this chapter.

Section 15901.08 states that the name of a limited partnership may contain the name of any partner. The name of a limited partnership must contain the phrase “limited partnership” or the abbreviation “L.P.” or “LP” at the end of its name. The name of a limited partnership cannot be a name that the Secretary of State determines is likely to mislead the public. The name cannot include specified words.

Section 15901.09 provides that the exclusive right to the use of a name that complies with existing law may be reserved by any of the six specified entities.

Section 15901.10 states that 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. A partnership agreement may not do any of fourteen specified items.

Section 15901.11 requires a limited partnership to maintain at its principal office the twelve specified items of information.

Section 15901.12 states that 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.

Section 15901.13 provides that 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.

Section 15901.14 requires a limited partnership to designate and continuously maintain in this state an office and an agent for service of process. A foreign limited partnership must designate and continuously maintain in this state an agent for service of process.

Section 15901.15 provides that 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.

Section 15901.16 explains that service of process may be served upon limited partnerships and foreign limited partnerships as provided in this section. Personal service of a copy of any process against the limited partnership or the foreign limited partnership will constitute valid service on the limited partnership if delivered in either of two specified actions.

Section 15901.17 authorizes a partner to consent, in a written partnership agreement or other writing, to be subject to the nonexclusive jurisdiction of the courts of a specified jurisdiction, or the exclusive jurisdiction of the courts of this state. 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.