Uniform Partnership Act in California

Corporations Code Title 2, Chapter 5, Article 1 deals with the general provisions of the Uniform Partnership Act of 1994 in California.

Section 16100 notes that this chapter may be cited as the Uniform Partnership Act of 1994.

Section 16101 defines the following terms: “business,” “debtor in bankruptcy,” “distribution,” “electronic transmission by the partnership,” “electronic transmission to the partnership,” “licensed person,” “registered limited liability partnership,” “partnership,” “partnership agreement,” “partnership at will,” “partnership interest,” “person,” “professional limited liability partnership services,” “property,” “state,” “statement,” and “transfer.”

Section 16102 states that a person knows a fact if the person has actual knowledge of it. A person has notice of a fact if any of the four specified conditions apply. A person receives a notification when either of the two conditions apply.

Section 16103 provides that relations among the partners and between the partners and the partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership. The partnership agreement may not do any of ten specified conditions.

Section 16104 explains that, unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is that specified in the Civil Code.

Section 16105 allows a statement to be filed in the office of the Secretary of State. A certified copy of a statement that is filed in an office in another state may be filed in the office of the Secretary of State. Either filing has the effect provided in this chapter with respect to partnership property located in or transactions that occur in this state.

Section 16106 states that the law of the jurisdiction in which a partnership has its principal office governs relations among the partners and between the partners and the partnership.

Section 16107 specifies that a partnership governed by this chapter is subject to any amendment to or repeal of this chapter.

Section 16108 provides that this chapter is to be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it.

Section 16109 states that the rights and duties of surviving partners, the legal representatives of deceased partners, the creditors of partners, and the creditors of the partnership created by or defined in this chapter are given full force and effect notwithstanding any inconsistent provisions of the Probate Code.

Section 16110 contains a severability clause.

Section 16112 says that this chapter does not affect an action or proceeding commenced or right accrued before this chapter takes effect.

Section 16113 specifies that the fee for filing a statement of partnership is $70. Unless another fee is specified by law or the law specifies that no fee is to be charged, the fee for filing any partnership statement pursuant to this chapter is $30.

Section 16114 explains that, unless another fee is specified by law or the law specifies that no fee is to be charged, the fee for acceptance of copies of process against a surviving foreign partnership or limited partnership $50 for each surviving foreign partnership or limited partnership general partnership upon whom service is sought.